20260915_9_Street Banner Installation — Laguna Niguel City Council, September 15, 2026

To:

CITY OF LAGUNA NIGUEL

CITY COUNCIL AGENDA ITEM
Honorable Mayor and Council Members
FROM: Kevin X. O'Connor, Acting Public Works Director
September 15, 2026 DATE:

SUBJECT: Award of Maintenance Services Agreement for Citywide Street Banner Installation and Maintenance Services to Bapptre Landscaping, Inc. dba Shine Illumination

RECOMMENDATION
Staff recommends that the City Council:

1. Award the Maintenance Services Agreement for Citywide Street Banner Installation and Maintenance Services to Bapptre Landscaping , Inc. dba Shine Illumination in the not-to-exceed amount of $110,000 per year for Fiscal Years 2026-27 through 2028-29 , subject to extension administratively for two additional one-year periods;

2. Approve a not-to-exceed 20% contingency per year of the contract in the amount of $22,000 for unforeseen conditions or extra work and authorize the Public Works Director to approve additional work with Bapptre Landscaping , Inc. dba Shine Illumination for a total not-to-exceed amount of $132,000 per year, if needed; and,

BACKGROUND
The City of Laguna Niguel is committed to providing a vibrant quality of life for the community. To provide the community with an aesthetically pleasing environment , the City installed 356 banners on streetlight poles located on Crown Valley Parkway, Moulton Parkway/Golden Lantern, and Alicia Parkway. The City also installed banners within Crown Valley Community Park and along the roadway leading up to Niguel Hills Middle School. To properly maintain and keep the banners and banner hardware in good condition, the City contracts banner installation and maintenance services.

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ANALYSIS
In August 2026, the City issued a Request for Proposals (RFP) to provide maintenance services for street banner installation and maintenance services (Attachment A). The RFP required bidders to provide pricing for monthly banner storage, monthly banner inspections, rates for banner removal/installation, banner cleaning and minor repairs, installation of replacement hardware, and banner fabrication. The proposed rates and maintenance costs include all labor, tools, materials, and equipment necessary to provide these services.

In response to the RFP, four proposals were received. The proposals received were evaluated based on the following criteria: (1) Cost; (2) Completeness of the Proposal; (3) Qualifications & Experience; (4) Quality of Goods & Support Facilities; and (5) Proposer's Financial Stability. The Proposal Evaluation Summary is attached as Attachment B. Table 1 summarizes the proposers, ranking, and costs.

Table 1:

Banner Monthly Banner
Contractor Evaluation Removal/ Inspection Fabrication
Ranking Install (Per (Per (Per
Banner) Inspection) Banner)
Bapptre Landscaping Inc. dba
Shine Illumination 1 $42.00 $350.00 $185.00
(Recommended)
Brightlife Designs 2 $120.00 $855.00 $120.00
Sign Factory 3 $40.00 $3,850.00 $370.00
Rizco General Contracting 4 $43.50 $1,812.25 $570.75
Pursuant to Laguna Niguel Municipal Code Section 3-6-9, maintenance contracts with an estimated cost of $50,000 or more must be awarded based on the responsiveness of the submitted proposals to the RFP, the qualifications and experience of the contractors, and cost. After a thorough review of the proposals received and based on all relevant factors, staff believes Bapptre Landscaping, Inc. dba Shine Illumination represents the best overall value to provide street banner installation and maintenance services to the City.

The results of the RFP process confirmed that Bapptre Landscaping, Inc. dba Shine Illumination pricing is at or below fair market rates. Bapptre Landscaping, Inc. dba Shine • Illumination has 16 years of experience in providing similar services, and references from nearby communities, including the City of Dana Point, John Wayne Airport, and Fivepoint Great Park Neighborhoods, have confirmed this contractor met or exceeded expectations. Additionally, Bapptre Landscaping, Inc. dba Shine Illumination provides Holiday Lights and Decoration services for the City of Laguna Niguel.

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Table 2 shows the base inspection costs with Bapptre Landscaping, Inc. dba Shine Illumination, additional estimated seasonal and maintenance services, and estimated on call reactionary maintenance services. These totals are based off historical needs for maintenance and related services.

Table 2:

Estimated Estimated Seasonal Banner Banner Estimated
Base Annual Removal, Fabrication & On-Call Total Estimated Inspection Costs Installation, & Hardware Reactionary Services Cleaning Maintenance Maintenance Maintenance Services Services $4,200 $60,800 $40,000 $5,000 $110,000
Staff recommends that the City Council award a Maintenance Services Agreement to Bapptre Landscaping, Inc. dba Shine Illumination in the not-to-exceed amount of $110,000 per year for Fiscal Years 2026-27 through 2028-29, subject to extension administratively for two additional one-year periods. In addition, each agreement will include a not-to-exceed 20% contingency of the contract in the amount of $22,000 per year for additional work for a total not-to-exceed amount of $132,000 per year (Attachment "C").

ALTERNATIVES CONSIDERED

1. The City Council may direct staff to reject all proposals and rebid the RFP for Citywide Street Banner Installation and Maintenance services. Staff believes that rebidding the RFP will not result in more desirable bids.

2. The City Council may decide not to approve any contracts for Citywide Street Banner Installation and Maintenance services. This alternative is not recommended because the City would not have a contractor to address any banner or banner hardware damage or repairs, and the City's Banner installation schedule would be delayed.

FISCAL REVIEW
The Fiscal Years 2025-27 Public Works Department budget includes sufficient funds for the street banner installation and maintenance services. Funding for the remaining years of the Agreement term will be included in future budget cycles.

LEGAL REVIEW
The City Attorney's Office has reviewed the Maintenance Service Agreement and this report and has approved them as to form.

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CONCLUSION
Staff recommends that the City Council:

1. Award the Maintenance Services Agreement for Citywide Street Banner Installation and Maintenance Services to Bapptre Landscaping, Inc. dba Shine Illumination in the not-to-exceed amount of $110,000 per year for Fiscal Years 2026-27 through 2028-29, subject to extension administratively for two additional one-year periods;

2. Approve a not-to-exceed 20% contingency per year of the contract in the amount of $22,000 for unforeseen conditions or extra work and authorize the Public Works Director to approve additional work with Bapptre Landscaping, Inc. dba Shine Illumination for a total not-to-exceed amount of $132,000 per year, if needed; and,

3. Authorize the City Manager to execute the agreement and future amendments to the Maintenance Services Agreement with Bapptre Landscaping, Inc. dba Shine Illumination, subject to the City Attorney making non-substantive changes. ~-~:i~ t-4~
Tamara S. Letourneau
City Manager
Kevin X. O'Connor
Acting Public Works Director
~~ w ( a, {!&v,{,d <
elanie Banfiela '
Acting Management Analyst
Attachments :

Scott C. Smith
City Attorney
Kevin Tobin
Maintenance Services Manager
A. RFP for Citywide Street Banner Installation and Maintenance B. Proposal Evaluation Summary
C. Maintenance Services Agreement with Bapptre Landscaping, Inc. dba Shine Illumination

ATTACHMENT A
RFP for Citywide Street Banner Installation and Maintenance

CITY OF LAGUNA NIGUEL

REQUEST FOR PROPOSALS FOR

CITYWIDE STREET BANNER INSTALLATION AND MAINTENANCE
Proposals must be received by:

Due Date: August 26, 2026
At 2:00 P.M.
1 Contents
INSTRUCTIONS TO PROPOSERS .............................................................................. 5 SCOPE OF SERVICES ................................. '" ........................... ,. .................................. 12 INTRODUCTION ...................................................................................................... 12 QUALIFICATION ...................................................................................................... 12 PROJECT INFORMATION .................................... : ................................................. 12 SCOPE OF WORK/SERVICES ............................................................................... 13 CONTRACT TERM ...................................................................................................... 16 INITIAL YEARS OF SERVICE .................... · ............................................................. 16 NINETY CALENDAR DAYS EXTENSION OPTION ................................................ 16 REDUCTION ............................................................. -............................................... 16 EQUIPMENT, MATERIALS AND VEHICLES .............................................................. 18 VEHICLES ............................................................................................................... 18 VEHICLES LOGO .................................................................................................... 18 EQUIPMENT NOISE ................................................................................................ 18 WATER USAGE ....................................................................................................... 18 DAMAGES ............................................................................................................... 18 LABOR ........................................................................................................................ 1. 9 LABOR CODE .......................................................................................................... 19 PREVAILING WAGE ................................................................................................ 19 TRAVEL AND SUBSISTENCE PAYMENTS ............................................................ 19 WORKER'S COMPENSATION ................................................................................ 19 FAIR EMPLOYMENT PRACTICES ......................................................................... 19 RECORDS··············································································································· 20 PERSONNEL ................................................................................................................... 21 SUPERVISOR .......................................................................................................... 21 GENERAL EMPLOYEE GUIDELINES ..................................................................... 21 BACKGROUND ....................................................................................................... 21 CONDUCT ............................................................................................................... 21 HEALTH ................................................................................................................... 21 KEY PERS_ONNEL ........................................................................... _ ........................ 21 NON-DISCRIMINATION .......................................................................................... 22 REMOVAL OF ITEMS .............................................................................................. 22 TRAINING ................................................................................................................ 22 RESPONSIBILITIES OF THE CONTRACTOR ............................................................. 23 LICENSES/PERMITS .............................................................................................. 23 1 CONTRACTOR'S OFFICE/FACILITIES ................................................................... 23 INSURANCE ............................................................................................................ 23 2 SAFETY ................................................................................................................... 23 PROTECTION AND RESTORATION ...................................................................... 24 UNIFORMS AND APPEARANCE ................ ' ............................................................ 24 WORKS I TE LIMITS ................................................................................................. 24 PROSECUTION OF THE WORK ................................................................................ 25 SUBCONTRACTS ................................................................................................... 25 ASSIGNMENT ......................................................................................................... 25 GENERAL ENVIRONMENTAL REQUIREMENTS ............................................. ~ ........ 26 SOUND CONTROL ........................ : ......................................................................... 26 AIR POLLUTION ...................................................................................................... 26 WATER CONSERVATION ....................................................................................... 26 WATER POLLUTION ............................................................................................... 26 PAYMENT ....................................................... u••·····························•··························· 27 MONTHLY ................................................... ; ............................................................ 27 AUTHORIZATION TO PERFORM SERVICES ........................................................ 27 INVOICING .............................................................................................................. 27 RESPONSES TO SCOPE OF SERVICES .................................................................. 28 PROPOSAL FORM ..................................................................................................... 29 PROPOSAL FEE SHEET .................................................................. ., ......................... 31 SUBCONTRACTORS .................................................................................................... 32 QUESTIONNAIRE: FIRM INFORMATION ............................................................ ~ ..... 33 QUESTIONNAIRE: FIRM EXPERIENCE .................................................................... 36 QUESTIONNAIRE: FIRM PERSONNEL ...................................................................... 38 QUESTIONNAIRE: EQUIPMENT ................................................................................ 39 QUALITY CONTROL PLAN ...................................................................... ~······--·········· 40 QUESTIONNAIRE: SUPPORT FACILITIES ................................................................ 41 QUESTIONNAIRE: COMPANY FINANCIAL CONDITION .......................................... 41 PROPOSAL AFFIDAVIT .............................................................................................. 43 PAST CONTRACT DISQUALIFICATIONS/TERMINATIONS ...................................... 44 STATEMENT OF ABILITY TO MEET INSURANCE REQUIREMENTS ...................... 45 3 WORKERS' COMPENSATION ACKNOWLEDGEMENT FORM ................................. 46 BANNER LOCATION MAPS ...... ~ .............. ., ........................................................ EXHIBIT A BANNER INVENTORY BY STREET SEGMENT .............................. , .. u,. .......... EXHIBIT B SAMPLE MAINTENANCE SERVICES AGREEMENT ................ ,. ....................... EXHIBIT C Remainder of page intentionally left blank.
4 INSTRUCTIONS TO PROPOSERS

1. Purpose. The City of Laguna Niguel ("City") is seeking proposals for citywide street banner maintenance and installation services as described in the Scope of Services.

2. Contract Term. The initial contract term shall be for a period of five (5) years effective from the date of award. The City reserves the right to cancel at any time if services rendered are unsatisfactory.

3. California Department of Industrial Relations (DIR) Requirements.

The Bid Proposal of a Bidder who is not a DIR Registered Contractor when the Bid Proposal is submitted will be rejected for non-responsiveness.

4. Prevailing Wages. The Contractor shall pay a prevailing rate of wage for work described in the Contract's scope of work and ensure compliance with state prevailing wage law. Consistent with state law, the wages that the Contractor pays its employees must be altered annually, after the first year of the Contract period, to recognize and follow the increase in applicable prevailing wage rates promulgated by the Department of Labor and Industries.

5.- Examining of Proposal Documents.

The submission of a proposal shall be deemed a representation and certification by the Contractor that they:

A. Have carefully read and fully understand the information that was provided by the City to serve as the basis for submission of this proposal.

B. Have the capability to successfully undertake and complete the responsibilities and obligations of the proposal being submitted.

C. Represent that all information contained in the proposal is true and correct.

D. Did not, in any way, collude; conspire to agree, directly or indirectly, with any person, firm, corporation or other Proposer regarding the amount, terms or conditions of this proposal.

E. Acknowledge that the City has the right to make any inquiry it deems appropriate to substantiate or supplement information supplied by Proposer, and Proposer hereby grants the City permission to make these inquiries, and to provide any and all related documentation in a timely manner.

F. Acknowledge that no request for modification of the proposal shall be considered after its submission on grounds that Proposer was not fully informed of any fact or condition.

G. Have contemplated and included any and all increases in prices or wages as a result of, but not limited to minimum or prevailing wages, and the Consumer Price Index or any other such indices in its cost proposal, for the entire length 5 of the Contract term as described herein. Any failure of the Contractor to incorporate such price or wage increases in its cost proposal will not obligate the City to make any increases in not-to-exceed amounts during the term of the resultant Contract.

6. Measurements - Contractor's (Proposer's) Responsibility. It is the Contractor 's responsibility to verify all measurements , materials , or any other information pertaining to this RFP service. Furthermore , it is the proposer's responsibility to bring any discrepancies in the information provided by the City in the RFP to the City's attention prior to the proposal's deadline.

7. Availability of the RFP Document. The RFP document is available on PlanetBids .com. The City is not responsible for the accuracy or completeness of RFP documents obtained from any source other than PlanetBids.com.

8. RFP Schedule. The City reserves the right to modify this RFP Schedule as needed and will issue an addendum if the Schedule is modified for the deadline to submit the Response . The following is an outline of the anticipated schedule for proposal review and contract award:

Milestone Tentative Dates
City Release of RFP Wednesday , August5 , 2026
Pre-Bid Meeting None
RFP Questions Due 2:00 P.M.
*Must be submitted on PlanetBids Friday, August 14, 2026 Addendum Issuance with answers to all RFP 5:00 P.M.

Questions submitted by deadline Monday, August1 7, 2026 Proposal Due 2:00 P.M.

Submitted on PlanetBids Wednesday,August26,2026
Notification of Intent to Award On or around September 4, 2026 Tentative Contract Approval by City Council On or around September 15, 2026 Commencement of Services Following Execution of Agreement

9. RFP Questions and Inquires. Questions and inquiries must be submitted to the PlanetBids online portal and are due as noted in the table above.

10. Addenda. Any City of Laguna Niguel changes to the requirements will be made by written addendum to this RFP.

A. The City of Laguna Niguel will not be bound to any modifications or deviations from the requirements set forth in this RFP as the result of oral instructions. 6 B. The City will not distribute Addenda. Any addendum pertaining to this RFP will be posted on PlanetBids.com and the City's posting of Addenda on this webpage is deemed as the City's distribution of Addenda.

C. Contractors shall acknowledge the number of addenda issued on the Proposal Form. Failure to acknowledge receipt of all addenda may cause a proposal to be deemed non-responsive.

11. Submittal of Proposals.

All proposals shall be submitted through the PlanetBids online portal.

All proposals must be submitted on the City forms. The proposals must be submitted by the time and date as noted on the cover page.

A. The date and time of the submitted proposal shall be the official record of receipt.

B. Late Proposals will not be accepted. It is the Contractor's responsibility to see that the proposal is received at the proper time.

C. No-facsimiled emailed submittals will be accepted.

D. The proposal must be submitted in PDF (Adobe Acrobat) format.

E. See the Responses to Scope of Services for the checklist and organization of the proposal submittals.

12. Review and Selection Process. The best value bid will be determined by the City from a thorough evaluation of all factors. At the City's discretion, companies submitting proposals may be asked to interview with City Staff to clarify work plans and to ensure the Contractor has a complete understanding of City expectations. 7 EVALUATION CRITERIA .. POINTS
Cost to the City
This portion of the proposal will be evaluated based on the reasonableness of the proposed costs. Costs will be evaluated on 35 costs the City or other comparable public agencies have paid for similar services, and in accordance with what is to be considered with the industry's standard and customary costs for the Services.

Completeness of the proposal
• Answer all questions and complete all forms as provided in this RFP. 10
• Submit in an organized fashion as required under Response to the Scope of Service.

Qualifications & Experience
• Firm Experience & Performance* 25 • Firm Personnel
• References
Quality of Goods and Support Facilities
• Equipment 25
• Support Facilities
Proposer's financial stability. 5
To allow staff to evaluate the proposal accurately and fairly, the attached questionnaire must be completed and returned with the proposal package. Failure to submit this questionnaire in its entirety may disqualify your proposal.

Contractors failing to provide adequate information on any issue in a timely manner necessary to allow a comprehensive evaluation by the City will be considered unresponsive, and their proposals may be subject to rejection at the City's sole discretion.
*The Contractor's performance with the City on either the current or previous contract service will be considered as part of the evaluation process. Please note, the history of performance deficiency will lower the ranking score for the Contractor.

13. Local Merchant Preference. City has adopted a local merchant purchasing preference in the form of a one-percent (1 %) price advantage in the evaluation of bid line items for the purchasing of goods, supplies, and equipment subject to sales and use tax.

14. City's Right to Negotiate. The City reserves the right to negotiate with the top ranked Contractor on any aspect of the services and products (if applicable) at its sole discretion. In the event that information or pricing submitted by the Contractor is unclear to the City, the City may request additional information and/or pricing breakdowns from that Contractor. The Contractor must answer, in writing, such requests for additional information and/or clarification; these responses will become part of the Contractor's proposal.
8 If the negotiation is unsuccessful with the top-ranked Contractor, the City may then go down the line of Contractors according to rank and negotiate with the next highest ranking Contractor. Lower-ranking Bidders do not have a right to participate in negotiations conducted in such a manner.

15. Method of Award. The City reserves the right to reject any or all offers, to waive any discrepancy or technicality and to split or make the award in any manner determined by the City to be most advantageous to the City. The City recognizes that costs are only one of several criteria to be used in evaluating an offer and the City is not legally bound to accept the lowest offer.

If a proposal is accepted, the City will enter into a contractual agreement with the selected Contractor. If an agreement cannot be reached, negotiations with the second ranking Contractor shall commence.

16. Notification of Award. The selection committee will make a recommendation to the awarding authority. The acceptance of the proposal will be evidenced by written Notice of Intent to Award from the City's Public Works Department to the successful Contractor.

17. Contract Requirement. The Contractor to whom award is made (Contractor) shall execute a written contract with the City within ten (10) calendar days after notice that the awarding authority has approved the award to the Contractor has been sent by email to the address given in its proposal. The contract shall be made in the form adopted by the City and incor'porated herein.

18. Rights of the City of Laguna Niguel. The City reserves the right to accept or reject any or all proposals, waive any informalities or irregularities in the proposals, request additional information or revisions to the proposals, and to negotiate with any or all Contractors.

A. The City of Laguna Niguel reserves the right to withdraw this RFP at any time without prior notice, and the City of Laguna Niguel makes no representations that any contract will be awarded to any Contractor responding to this RFP.

B. The City of Laguna Niguel reserves the right to postpone the proposal evaluation for its own convenience.

C. The City of Laguna Niguel reserves the right to issue a new RFP for the work.

D. Proposals received by the City of Laguna Niguel are subject to public inspection under the California Public Records Act (Government Code Section 6250 et seq.), unless exempt and will be made available upon request after award.

E. Proposals submitted are not to be copyrighted.

F. The City of Laguna Niguel reserves the right to require confirmation of information furnished by any Contractor and/or request any Contractor to provide additional evidence of qualifications to successfully perform the work. 9 G. The City of Laguna Niguel reserves the right to hold discussions and/or negotiations with any individual or qualified firm, to interview or not, to request additional information or revised proposals or to request best and final offers (BAFO) if it is in the best interest of the City to do so. However, the City may make an award without condµcting any interviews or negotiations; therefore, Contractors are encouraged to submit their best proposal at the outset.

19. Withdrawal of Proposals. Contractor may withdraw their proposal any time before the date and time when proposals are due, without prejudice, by submitting a written request for withdrawal to the City Public Works Director or their designee. Verbal withdrawal requests or withdrawal requests by telephone will not be accepted by the City.

20. Criminal Background Check. The contractor is required to provide security checks for all personnel assigned to work under this contract. The Contractor will be responsible for the costs associated with this process. Additional checks will be required for all new employees during the lifetime of the contract and all expenses shall be borne exclusively by the Contractor. The City reserves the right to approve/refuse any prospective employees of the Contractor as a result of the background check.

21. Submittal of References. Each Contractor shall submit a list of no less than three (3) references on the form provided in the RFP package.

22. Disqualification. Factors such, but not limited to, any of the following may be considered just cause to disqualify a proposal without further consideration:

A. Evidence of collusion, directly or indirectly, among Contractors regarding to the amount, terms or conditions of this proposal.

B. Any attempt to improperly influence any member of the evaluation team.

C. Existence of any lawsuit, unresolved contractual claim or dispute between Proposer, and the City.

D. Evidence of incorrect information submitted as part of the Proposal.

E. Evidence of Contractor's inability to successfully complete the responsibilities and obligation of the proposal.

F. Proposer's default under any previous agreement with the City, which results in termination of the Agreement.

23. City Request for Additional Information. The City reserves the right to request additional information to clarify the proposals.

24. Insurance Requirement. It is required that every Contractor/FirmNendor working for the City shall meet the minimum insurance requirements. The purpose of this submittal is to generally assess the adequacy of the Contractor's insurance coverage during proposal evaluation. Endorsements are not required until contract award. 10 A. The Contractor is required to complete the "Statement of Ability to Meet Insurance Requirements" form as part of the Proposal submittal.

B. Workers' Compensation Form
C. A sample of the Certificate of Insurance is provided for reference.

D. The selected contractor will be required to register with myCOI (mycoitracking.com) and upload copies of its insurance documentation following award.

25. Pre-Contractual Expenses. The City of Laguna Niguel shall not, in any event, be liable for any pre-contractual expense incurred by the Contractor in the preparation of its proposal. Pre-contractual expenses are defined as expenses incurred by the Contractor:

A. Preparing its proposal in response to this RFP
B. Submitting its proposal to the City of Laguna Niguel C. Any other expenses incurred by Contractor prior to date of award

26. Joint Offers. Where two or more Contractors desire to submit a single proposal in response to this RFP, they shall do so on a prime-sub-Contractor basis rather than as a joint venture. The City of Laguna Niguel intends to contract with a single firm and not with multiple firms doing business as a joint venture.

27. Non-Conforming Proposal. A proposal shall be prepared and submitted in accordance with the provisions of these RFP instructions and specifications. Any alteration, omission, addition, variance, or limitation of, from or to a proposal may be sufficient grounds for non-acceptance of the proposal, at the sole discretion of the City.

28. Public Records. Proposers are hereby informed that all submitted proposals shall become the property of the City upon receipt. Submitted proposals shall be subject to disclosure pursuant to the California Public Records Act. Therefore, confidentiality notices included in proposals such as notices stating that a proposal is confidential and may not be disclosed, or that the proposal contains trade secrets or confidential, proprietary information, shall have no force or effect and shall be disregarded.

However, following submission of proposals, no submitted proposal shall be publicly disclosed until: (i) a recommendation to award a contract to a specific proposer is made to the City Council; (ii) all proposals are rejected; or (iii) the procurement process is terminated.

END OF INSTRUCTIONS TO PROPOSERS
11 SCOPE OF SERVICES

INTRODUCTION
The City of Laguna Niguel is seeking an experienced firm/company to provide citywide street banner maintenance services, including banner and associated hardware installation and removal, fabrication, cleaning, repair, and storage.

The term "Contractor'' will be referred as an individual, partnership, corporation, joint venture, or other legal entity entering into a contract with the City to perform the work.

QUALIFICATION
Contractor shall provide a detailed Scope of Services as part of the Quality Control Plan demonstrating the Contractor's understanding of the City of Laguna Niguel's needs and requirements. The following minimum qualifications are desired:
• Minimum of five (5) full years of experience with similar work • Work experience with Cities, Counties, or other local government agencies • Contract services in an amount greater than $60,000 annually • D-42 Sign Installation License is highly desirable

PROJECT INFORMATION

1. Banner locations, quantities, and designs (see also Exhibit "A" - Banner Location Maps and Exhibit "B" - Banner Inventory by Street Section).

1. 1. General City Street Banners. A total of 356 banners are located along Golden Lantern, Alicia Parkway, and Crown Valley Parkway. Three designs ("Spring," "Holiday," and "Stars and Stripes") are changed out seasonally as described in subsection 3 (Banner Installation and Removal Schedule) below.

1.2. Crown Valley Park Banners. A total of 64 banner locations in Crown Valley Park.

Banner design remains the same year-round.

1.3. Niguel Hills Middle School Banners. A total of 13 banners located along Shark Bay and Golden Lantern adjacent to Niguel Hills Middle School. Banner design remains the same year-round.

1.4. Summer Trolley Banners. A total of 32 banners are located periodically along Crown Valley Parkway. Banners are installed at the same time as the "Stars and Stripes" and removed after Labor Day.

2. Banner and hardware specifications.

2.1. All banners are either 30" (inch) wide by 60" (inch) long (Crown Valley Park banners), 24" (inch) wide by 96" (inch) long (Niguel Hills Middle School Banners), 12 30" (inch) wide by 72" (inch) long (General City Banners), or "30" (inch) wide by 84" (long) (Summer Trolley banners) digitally printed on both sides. Existing banners are fabricated with black-out vinyl fabric with 4"(inch) reinforced pole pockets on the top and bottom. There is one (1) set of hardware per two (2) banners.

2.2. The preferred hardware is "Windspill" banner hardware, with stainless steel bases and white pultrude fiberglass banner arms to be secured to the street light pole with stainless steel banding. A few existing street light poles may be fitted with "Bannerflex" hardware, which is supplied by Sierra Display, Inc. All new and replacement banner hardware shall be "Windspill" hardware. • 3. Banner Installation and Removal Schedule. This schedule applies to the General City Street Banners only.

Task Schedule
Remove Holiday Banners; Mid-January
Install Spring Banners (shall be completed prior to January 15) Remove Spring Banners; Mid/Late-May Install Stars & Stripes Banners; (shall be completed prior to Memorial Day) Summer Trolley Banners; Remove Stars & Stripes Banners; Mid/Late-November
Install Holiday Banners (shall be completed prior to Thanksgiving holiday)

SCOPE OF WORK/SERVICES

1. Services to be provided by Contractor include but are not limited to:

1.1. Banner installation and removal. Contractor shall be responsible for installing and removing General City Street Banners according to the schedule provided under "Project Information," subsection 3 (Banner Installation and Removal Schedule). The Contractor shall obtain an Encroachment permit from the Public Works Department and provide traffic control as described in subsections 2.3 and 2.4 below.

1.1.1. Hardware. The banner hardware shall be installed/reinstalled on existing street light poles within the City.

1.2. Banner cleaning, repair, and storage. Upon removal of banners, the Contractor shall inspect removed banners for defects, stains, tears, and other damage. Contractor is responsible for washing and drying banners and providing any necessary minor repairs prior to storage. Contractor shall store all banners when not in use. The total number of banners to be stored is approximately 712 banners (two designs, 356 banners each).
13 1.3. Banner fabrication.

1.3.1. Replacement Banners. Contractor shall be responsible for fabricating replacement banners as necessary to replace damaged or faded banners that are unable to be repaired. Replacement banners shall be fabricated per the specifications listed in subsection 1.3.2 below.

1.3.2. Banner specifications. All banners shall be digitally printed onto black out vinyl fabric. General City Street banners are 30" (inch) wide by 72" (inch) long. Niguel Hills Middle School banners are 24" (inch) wide by 96" (inch) long. Crown Valley Park banners are 30" (inch) wide by 60" (inch) long. Summer Trolley banners are 30" (inch) wide by 84" (long). All banners have 4" (inch) reinforced pole pockets on top and bottom. The design shall be printed on both sides. Artwork will be provided by the City.

1.4. Regular inspections. Contractor shall conduct visual inspections at all banner locations at least once per month to assess whether any banner and/or hardware maintenance or repair is necessary. Contractor shall also ensure banners are tightly secured by the hardware.

1.5. Banner and banner hardware maintenance and repair. Contractor is responsible for maintaining all banners and banner hardware in good condition throughout the term of the Agreement. Banners shall be maintained free of fading, rips, and stains. Hardware shall be maintained in working condition and free of any damage. In addition to cleaning and repairs as described in subsection 1.2 above, the Contractor shall make repairs to damaged or faded banners and hardware as necessary when identified during regular monthly inspections or upon notification from City staff. Any banners that are damaged beyond repair shall be replaced per the specifications in subsection 1.3.2 above.

Replacement hardware shall be "Windspill" oanner hardware, with stainless steel bases and white pultrude fiberglass banner arms, to be secured to the street light pole with stainless steel banding.

2. Performance criteria. The Contractor shall adhere to the following performance criteria in the execution of the services listed in Section 1 above.

2.1. Warranty. All banners fabricated by the Contractor and all replacement hardware installed by the Contractor shall be warranted for a minimum of two (2) years from the date of installation. Banners or hardware faded or damagedwithin the warranty period shall be replaced by the Contractor at no cost to the City.

2.2. Work hours. Banner installation and removal shall be limited to non-peak travel hours Sunday through Thursday, preferably between 10:00 p.m. and 5:00 a.m, so as to minimize vehicular traffic disruption. The Contractor shall receive prior approval by the Public Works Department through the encroachment permit process. At least 48 hours prior to commencing any work in all cases, Contractor shall notify the City through its permitting system.
14 2.3. Encroachment permit required. Encroachment permits are required by the City Public Works Department any time the Contractor is working in the public right of-way. The encroachment permit serves to notify the City of the location and nature of the work and to ensure traffic control and other safety protocols are in place. Encroachment permit fees will be waived.

2.4. Traffic control. Traffic control shall be provided any time the Contractor is working in the public right-of-way, including during the installation and removal of street banners. Traffic control shall include pedestrian control in locations with pedestrian traffic. Traffic control methods shall conform to the standards and specifications of the California Manual on Uniform Traffic Control Devices (MUTCD). The Contractor shall provide all labor, materials, and equipment necessary to provide effective traffic control as specified in the MUTCD. Upon completion of the work, the Contractor shall promptly remove all traffic control devices.

2.5. Coordination with other Contractors. The Contractor shall coordinate with other Contractors working within the public right-of-way, if applicable, prior to scheduling or performing banner installation and removal.

2.6. Litter and debris removal. Contractor shall remove and properly dispose of all litter and debris generated by the Contractor during performance of on-s_ite work, at the Contractor's expense. Contractor shall prevent any litter or other debris from being blown or swept on private property, storm drains, or streets.

2.7. Relinquishing of banners and hardware. Upon expiration or termination of the term of the contract,. Contractor shall return to the City, at no additional cost, any and all City banners and spare hardware in the possession of the Contractor, and any Artwork files.

3. Equipment and Tools

3.1. The Contractor shall furnish and transport all the proper equipment and tools required to perform the work as described herein.

3.2. All equipment shall be kept in good repair and conform to all state and local laws.

3.3. All equipment shall be stored at Contractor's facility when not in use. City may allow for minimal, short-term storage of Contractor's equipment, subject to prior approval; however, storage space for Contractor's equipment is not guaranteed.

3.4. All equipment shall conform to all requirements under the Equipment, Materials, and Vehicles Section of this RFP.

4. Travel Time to/from Work Locations. Travel time to and from the work location(s) will not be paid.
15 CONTRACT TERM

INITIAL YEARS OF SERVICE
This contract shall be for a period of three (3) years* from the date of award, subject to renewal by two (2) additional one-year periods. Based upon recommendation by the City that the Contractor has fully complied with the contract requirements and that it is in the interest of the City to continue the contract, a request will be submitted to the City Manager for contract extension. The total term of the contract shall not exceed five (5) years.
* Depending upon when the contract will be awarded, this may be different.

COST ADJUSTMENT
The Contractor may apply for a cost adjustment after the initial three-year term. For the rate adjustment to be considered by the City, the Contractor shall be in full compliance with all of the performance standards as established by this Contract.

Any and all requests for price adjustments for follow-on contract renewal periods shall be provided no later than ninety (90) days prior to the end of the contract period. Any such proposed price adjustments shall not exceed the CPI increase (Los Angeles-Long Beach Anaheim, CA) for the applicable period of time or 3 percent, whichever is less. City has no obligation or duty to provide any such increase. All Items not seasonally adjusted, "annualized change comparing the original proposal month and the same month in the subsequent year (This information may be found on the U.S. Department of Labor's website at www.bls.gov .)"
The Contractor will be notified of the City's intention to extend the contract at least 30 calendar days prior to the expiration date of the contract.

NINETY CALENDAR DAYS EXTENSION OPTION
Notwithstanding the foregoing, the City reserves the right in its sole discretion to extend the service agreement for a maximum of three (3) calendar months (ninety calendar days) beyond the last (fifth year) term.

SUSPENSION
For reasons to include but not limited to major street construction, it may not be possible to continue work on areas originally included in the contract work. In these cases, the work in these areas may be suspended until such time as the area is again in such condition that street banner maintenance operations may be resumed.

REDUCTION
This contract may be reduced in scope and quantity by the City without liability for damages; when funding reductions are enacted by law, or action of the public, Federal, or State authorities . At such time that a reduction occurs, the scope of work and areas 16 under contract will be revised and reduced commensurate with the funding. Adjustment of the contract specifications and corresponding contract prices will be negotiated in accordance with available funding.

CHANGES TO CONTRACT
Changes in the areas to be maintained may be made as the City accepts new areas and/or relinquishes currently maintained areas. Any and all such changes shall only be made upon written notification in the form of an amendment which shall clearly state the effective date of the change. Due to acceptance time frame difficulties, it will not always be possible to have a fully executed amendment to the Contractor on the effective date.

In lieu of the executed amendment, the Request for Proposal with the contract unit prices and the effective date, signed by the Public Works Director, may be substituted. This shall apply only to those cases where the unit prices are established in the contract or where the Contractor has submitted an acceptable quotation to the City.

CHANGES IN CONTRACT SPECIFICATIONS
Changes in contract specifications with no corresponding changes in compensation. Changes in this category shall be changes for clarity or of a minor nature with no impact on contract costs. In all cases, these changes must be accepted by the Contractor and the City.

Changes in contract specifications with a corresponding change in compensation.

Changes in this category shall be changes where a change in the Scope of Work is necessary. Changes in this category would include, but not be limited to, additions, deletions, new work, and special requirements for a particular area of work. In all cases, these changes must be mutually acceptable to both the Contractor and the City.

Implementing these changes:

1. The proposed change shall be prepared by the City, with assistance from the Contractor, if appropriate.

2. The City shall submit the change to the Contractor in the form of a Request for Proposal.

3. The Contractor shall review the request and prepare a proposal, which shall be returned to the City.

4. If the proposal is acceptable to the City, the change will be implemented.

5. If the quotation is unacceptable, the City and the Contractor shall attempt to negotiate a solution to be implemented.

6. If no solution is reached, the City may either drop the request or seek other means of accomplishment.
17 EQUIPMENT, MATERIALS AND VEHICLES

VEHICLES
Vehicles shall be in conformance with the latest South Coast Air Quality Management District requirements for low emission/alternative fuel use. Upon approval of any new regulations, the Contractor shall be prepared to meet the requirements of the new rule.

All vehicles utilized by employees in the performance of the work shall be owned, registered, and insured by the Contractor. Employees of the Contractor shall not drive personal vehicles to any sites to perform work under the contract.

VEHICLES LOGO
Contractor shall display the name of their firm on any vehicles used by the Contractor's employees to carry supplies and equipment. The firm name and office telephone number shall be in letters and numbers large enough to be easily legible from fifty (50) feet. City will provide Contractor with a magnetic City logo(s) to display on any vehicles while performing work within the City.

EQUIPMENT NOISE
City noise level requirements shall apply to all equipment on the project or related to the project, including but not limited to trucks, or transient equipment that may or may not be owned by the Contractor. The use of loud sound signals shall be avoided in favor of light warnings except those required by safety laws for the protection of the public or Contractor's personnel.

WATER USAGE
The discharge of non-stormwater into storm drain inlets, catch basins, or into the curb and-gutter leading to the storm drain system is strictly prohibited per Stormwater and Runoff Pollution Control Regulations, and under the Federal Clean Water Act.

DAMAGES
The Contractor shall report, without delay, any damage to City equipment, City property, or private property. The Contractor shall be liable for damages caused by his/her actions.

Any repairs and associated cost resulting from Contractor caused damage shall be the responsibility of the Contractor.

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18 LABOR

LABOR CODE
The Contractor shall comply with all applicable requirements of the California Labor Code hereto in the Maintenance Services Agreement.

PREVAILING WAGE
The Contractor shall hire and maintain for the duration of the contract a workforce as required under the specifications and pay at a prevailing wage for the work.

Notice is hereby given that in accordance with the provisions of California Labor Code, Division 2, Part 7, Chapter 1, Articles 1 and 2, the Contractor is required to pay not less than the general prevailing rate of per diem wages for work of a similar character in the locality and the general prevailing rate for holiday and overtime work. In that regard, the Director of the Department of Industrial Relations of the State of California is required to and has determined such general prevailing rates of per diem wages.

Pursuant to provisions ofLabor Code Section 1775, the Contractor shall forfeit, as penalty to City not more than two hundred dollars ($200) for each calendar day or portion thereof if such laborer, worker, or mechanic is paid less than the general prevailing rate of wages hereinbefore stipulated for any work done under the attached contract, by -Contractor or by any subcontractor under the Contractor, in violation of the provisions of said Labor Code.

TRAVEL AND SUBSISTENCE PAYMENTS
The Contractor shall pay travel and subsistence payments to workers needed to execute the work as such travel and subsistence payments are defined in the applicable collective bargaining agreements filed with the Department of Industrial Relations pursuant to Labor Code Section 1773.8. (If applicable.)

WORKER'S COMPENSATION
In accordance with the provisions of Section 3700 of the Labor Code, the Contractor will be required to secure payment of Workers' Compensation to their employees. The Contractor shall supply the certificate required by Section 1861.

FAIR EMPLOYMENT PRACTICES
In connection with performance of the work under this contract, the Contractor agrees as follows:

The Contractor will not willfully discriminate against any employee or applicant for employment because of race, color, religion, ancestry, sex, national origin or age. Such action shall include, but not be limited to employment, upgrading, demotion, transfer, 19 layoff or termination, rates of pay or other forms of compensation and training.

The Contractor will permit access to its records by the Fair· Employment Practices Commission for investigation of compliance with Fair Employment Practices. That should an investigation determine that the Contractor has not complied with the Fair Employment Practices, then pursuant to Sections 1735 and 1775 of the Labor Code, the Contractor shall forfeit to the City one hundred Dollars ($100.00) for each calendar day or portion thereof, for each person so denied employment as a result of non-compliance.

RECORDS
Contractor shall maintain an accurate record showing name, employee number, classification, actual hours worked, and actual wages and benefits paid per diem to each employee. These records shall reflect all workers engaged in the performance of the work in accordance with the provisions of Section 1776, 1812, and 1852 of the Labor Code.

Said records shall be available upon request of the City and shall be retained for a minimum of three years by the Contractor.

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20 PERSONNEL

SUPERVISOR
The Contractor shall provide adequate supervision to furnish proper surveillance of workmanship and adherence to the schedule by the employees performing the work. The field supervisor or their representative shall check with the Department of Public Works monthly as to (1) schedule of work, (2) complaints, and (3) adequacy of performance.

GENERAL EMPLOYEE GUIDELINES
No worker shall be employed on any work under these specifications who is found to be incompetent, disorderly, troublesome, intemperate, or otherwise objectionable. Any employee who fails or refuses to perform the work properly and acceptably, as determined by the Public Works representative overseeing the work, shall be discharged immediately and not re-employed on the work.

BACKGROUND
All personnel engaged in the performance of this work shall be employees of the Contractor, and as such shall be warranted to possess enough experience and reliability to perform this work.

CONDUCT
No person(s) shall be employed for this work that is found to be incompetent, disorderly, and troublesome, under the influence of alcohol or drugs, which fails or otherwise refuses to perform the work properly and acceptably or is otherwise objectionable. Any person found to be objectionable shall be discharged immediately and not reemployed on this work.

HEALTH
All personnel engaged in the performance of this work shall be in good health and free of contagious diseases. The Contractor shall not allow any person(s) under the influence of alcohol or drugs on any job site within the City. Neither shall the Contractor allow the use of alcohol or drugs on any job site within the City.

KEY PERSONNEL
It is essential that the Contractor provide adequate experienced personnel, capable of and devoted to the successful accomplishment of work to be performed under this contract.
21 NON-DISCRIMINATION
The Contractor shall not engage in discrimination in employment of persons because of race, color, national origin, ancestry, sex, or religion of such persons. Violation of this provision may result in the imposition of penalties under the Labor Code Section 1735.

REMOVAL OF ITEMS
The Contractor's employees shall not remove any items from the job sites except that which has been specifically authorized, in writing, by the City of Laguna Niguel.

TRAINING
Contractor shall have an ongoing training program for its entire staff. Contractor shall provide only personnel that have been fully trained for performance of this work.

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22 RESPONSIBILITIES OF THE CONTRACTOR

LICENSES/PERMITS
Possession of a D-42 Sign Installation License is highly desirable and preferred.

CONTRACTOR'S OFFICE/FACILITIES
The Contractor's office or base of operations may be located within Orange County. The Contractor shall maintain a telephonic communications system such that:
• Twenty-four-hour emergency notification to Contractor by the City is possible • All calls are returned within one (1) hour
• All calls are toll free from Laguna Niguel

INSURANCE
The Contractor shall procure and maintain for the duration of the contract insurance against claims from injuries to persons or damages to property, which may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives, or employees. The Contractor shall not commence any work under this contract until they have secured, and provided City with sufficient proof of coverage, all insurance required by the contract nor shall they allow any subcontractors to commence work on any subcontract until all similar insurance required of the subcontractor has been obtained.

SAFETY
The Contractor shall accept the sole responsibility for complying with all applicable local, County, State or other legal requirements including, but not limited to, full compliance with the intents and terms of the applicable OSHA and Cal/OSHA safety orders at all times so as to protect all persons, including Contractor's employees, agents of the City, members of the public or others from foreseeable injury, or damage to their property.

The Contractor shall so conduct their operations as to offer the least possible obstruction and inconvenience to the public to include disruption of the noise levels within the area.

The Contractor shall provide and pay for all barricades, lights, signs and other warning devices necessary to comply with all applicable State and County requirements for maintaining public safety. Placement of all warning devices shall be in accordance with the Traffic Manual published by the Department of Transportation, Business and Transportation Agency, and State of California.

All incidents out of the norm, including but not limited to, crimes, thefts, vandalism, hazards, etc., shall be reported immediately by phone to the Public Works representative overseeing the work and followed by confirmation in writing. 23 PROTECTION AND RESTORATION
The Contractor shall protect all furnishings and improvements from damage by its operations. All damage occurring during the Contractor's operations shall be repaired or replaced, at the option of the City, at the Contractor's expense within a reasonable time after notification of such damage. Repairs and/or replacements shall be equal to the original in all aspects.

UNIFORMS AND APPEARANCE
All Contractor's personnel shall be required to wear uniforms bearing the company name while performing work under the contract. Sufficient changes shall be provided to present a neat and clean appearance of personnel at all times. Uniforms shall consist of a shirt and jacket-bearing the company name and/or logo. Safety vests shall be not considered as part of the uniform but shall be required in compliance herein.

WORKSITE LIMITS
All operations shall be restricted to the City right-of-way, and City leased property with City access and egress agreements. The Contractor shall not enter upon any adjacent property for the purpose of conducting any operations required under this contract unless the Contractor has obtained written permission from the affected property owner.

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24 PROSECUTION OF THE WORK

SUBCONTRACTS
The use of subcontracts shall be in accordance with Section 4100 through 4113 of the Government Code. The Contractor shall be responsible for all work performed under this contract and shall keep all work under its direct control. Any and all subcontractors used on this work shall be under the direct supervision of the Contractor and shall be considered as employees. Like employees any subcontractor who is found to be incompetent, disorderly, troublesome, intemperate, or otherwise objectionable or who fails or refuses to perform the work properly and acceptably, shall be discharged immediately and not reemployed on the work. No payment or claim for payment from any subcontractor will be made or recognized by the City except as provided in Assignment.

The City will not arbitrate nor be a party to any disputes between the Contractor and any subcontractors.

ASSIGNMENT
No contract or portion thereof may be assigned without prior written consent of the City.

Consent will not be given to any proposed assignment or delegation which would relieve the Contractor or its surety of their responsibilities under the contract, nor will the City consent to any assignment or delegation of a part of the work under contract. The Contractor may assign monies due or to become due under the contract, and such assignment will be recognized by the City if given written notice thereof, to the extent permitted by law. Any assignment of money shall be subject to all proper withholdings in favor of the City and to all deductions provided for in the contract. All money withheld whether assigned or not, shall be subject to being used by the City for completion of the work, should the Contractor be in default.

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25 GENERAL ENVIRONMENTAL REQUIREMENTS

SOUND CONTROL
The Contractor shall comply with all State, County and local sound control and noise level rules, regulations and ordinances which apply to any work performed pursuant to the contract and shall make every effort to control any undue noise resulting from the operation.

Each internal combustion engine used for any purpose on the job or related to the job shall be equipped with a muffler of a type recommended by the manufacturer. No internal combustion engine shall be operated in performance of the work without said muffler.

The noise level from the Contractor's operations between the hours of 8 p.m. and 7 a.m. on weekdays, including Saturdays, or at any time on Sunday or a City holiday, shall be in accordance with the Laguna Niguel Municipal Code Provisions on "Noise Control." The noise level from the Contractor's operation during the above specified times shall not exceed 86 OBA at a distance of 50 feet. This requirement in no way relieves the Contractor from responsibility for complying with local ordinances regulating noise levels.

Said noise level requirement shall apply to all equipment on the job or related to the job, including but not limited to trucks, mowers, or tractors that may or may not be owned by the Contractor.

AIR POLLUTION
In accordance with the provisions of Sections 11017 and 14381 of the Government Code, the Contractor shall comply with all air pollution control rules, regulations, ordinances and statutes.

WATER CONSERVATION
Whenever possible, the use of water shall be minimized, particularly during cleanup operations. All irrigation and water supply systems shall be kept in good working condition, and leaks shall be repaired promptly. Nothing in this section shall relieve the Contractor from adequately maintaining this area in accordance with these specifications.

WATER POLLUTION
In accordance with the provisions of the City of Laguna Niguel Local Implementation Plan, the Contractor shall comply with all surface and groundwater protections rules, regulations, ordinances and statutes and shall implement all appropriate Best Management Practices during the course of work. Discharges of sediment or pollutants to surface or groundwater are prohibited, and Contractor will be held fully responsible for any penalties enforced under Federal Clean Water Act provisions.

Copies of the above-referenced documents are available from the Public Works Department.
26 PAYMENT

MONTHLY
At the end of each month, the Contractor shall submit an invoice, which shall summarize all completed work during that job/month.
· AUTHORIZATION TO PERFORM SERVICES
The Contractor is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the City Representative.

INVOICING
The Contractor shall EMAIL the monthly invoice and supporting documentation, summarizing all completed work on standard Company letterhead forms, in a single PDF (Adobe Acrobat) format file. Payment will be made subject to approval by the City Council via the City's warrant register process.
27 RESPONSES TO SCOPE OF SERVICES
Proposers shall complete all forms and questionnaires as provided in this RFP. Failure to submit the required documents in the order provided below may render the proposal unacceptable and may not be considered for evaluation.

Proposal Package shall be bound in the following order:

1. Contents:

A. Proposal Form
B. Proposal Fee Sheet
C. Subcontractors Form
D. Questionnaire: Firm Information; must attach firm/company Organization Chart
E. Questionnaire: Firm Experience
F. Questionnaire: Firm Personnel
G. Questionnaire: Equipment
H. Submit a Quality Control Plan
I. Questionnaire: Support Facilities
J. Questionnaire: Company Financial Condition
K. Proposal Affidavit '
L. Past Contract Disqualification/Termination
M. Statement of Ability to Meet Insurance Requirements; must attach firm/company Certificate of Insurance
N. Worker's Compensation Acknowledgement Form

2. Contractor's Proof and Other Information
A. Company W-9
28 PROPOSAL FORM
RFP: CITYWIDE STREET BANNER INSTALLATION AND MAINTENANCE TO: City of Laguna Niguel
Public Works Department
30111 Crown Valley Parkway
Laguna Niguel, CA 92767
Firm Name:

Authorized Representative:

Title:

Email Address:

Address:

J
City, State, .and Zip Code:

Telephone:

1. Addenda Acknowledgement. The Contractor confirms all items or other matters contained in RFP Addenda issued by or on behalf of the City (list all addendum on the blank line below) has been incorporated with its Proposal. Contractor must acknowledge each Addendum by the number with their initials, or the Proposal shall be deemed non-responsive.

Acknowledge and acceptance of the following addenda is hereby:

Addenda No. 1 _______ Initials: _________ _
Addenda No. 2 Initials: ------- ----------
Addend a No. 3 initials: ----------

2. By submitting this Response, the Contractor warrants and represents to the City the following:

A. The project information provided, or made available, by the City is adequate, feasible, and complete for providing the services.

B. This Proposal is binding for 90 days from the response submittal deadline.

C. Signature of the official authorized to bind to the terms of the proposal and agrees to perform the work as set for the specifications and this proposal. 29 D. Signed statement attesting that all information submitted with the proposal is true and correct.

E. Proposal is to provide street banner installation and maintenance services as described in the Request for Proposal.

F. Contractor is responsible for familiarizing themselves with all banner locations and determining any pertinent logistical or equipment needs related to the scope of work and work locations prior to submitting a proposal.

G. The price submitted includes all appurtenant expenses, taxes, royalties, and fees.

If Contractor is a corporation, the legal name of the corporation shall be set forth above together with the signature of an authorized officer or agent; if Contractor is a partnership, the true name of the firm shall be set forth above, together with the signature of the partner or partners authorized to sign contracts on behalf of the partnership; and if Contractor is an individual, his signature shall be placed above.

REPRESENTATIVE,Jhe duly authorized offi.cer shall sigh as fallows:

Corporation Name
Name Authorized Representative Title
Signature Date
30 PROPOSAL FEE SHEET
RFP: CITYWIDE STREET BANNER INSTALLATION AND MAINTENANCE The Contractor should reference the scope of services provided in the RFP to ensure all required aspects of each task are included when calculating unit costs.

BASIC TASKS UNIT COSTS 1
Banner removal/installation $ /banner
Banner cleaning and minor repairs2 $ /banner
Installation of replacement hardware3 $ /location
Monthly inspection of all banner locations4 $ /inspection Banner storage5 $ /month
Banner fabrication $ /banner

1. Unit costs to include labor at prevailing wage plus all overhead, equipment, and materials.

2. Task includes washing, drying, stain removal, and minor repairs to prepare banners for storage or reinstallation (if the banner has been removed for repairs as a result of damage identified during a routine inspection or by City staff).

3. Task includes cost of replacement hardware and installation.

4. Lump sum for inspection of all locations throughout the City.

5. Lump sum for storage of all banners when not in use (approx. 712 banners).

Please note: Budget cuts and monetary adjustments by Federal government, State, County, or City may seriously affect the level of service for this contract. Contractor therefore agrees to adjust the level of service without changing other contract conditions herein, if notified to do so, within a reasonable time period.

By:

Signature of Representative
Date: ____________ _
31 SUBCONTRACTORS
Identify Subcontractors by company name, address, contact person, telephone number, and portion of work. The list should include a summary of the roles and responsibilities of each Subcontractor.

Subcontracting: No portion of the work covered by these specifications can be subcontracted or assigned without prior approval of the City. Requests to subcontract all or any portion of services required by this contract will be submitted to the Public Works Director, or - designee, at least thirty (30) days in advance of the proposed effective date of the subcontract. Contractor shall include in this written request a detailed description of how the Contractor plans to oversee the services performed by the proposed subcontractor. Contractor shall be responsible for services provided by any subcontractor as if Contractor were providing the services with its own organization. Any subcontractor who will provide services shall have successfully passed a background check prior to commencing work. Contractor shall bear the expense of any subcontractor background checks.

Address: City:

State: Zip Code: License No.:

Authorized Representative: Contact No.:

Email Address: DIR No.

Designated staff to perform the following function:
: Suf?con{rac:for CQmJ>c;triy Napi·e: • ' .'.''.'.
"
··'', ,,,
'':\'\'· .. ,··. :··\:?, ":·
, '., > ;_' --
Address: I City:

State: I Zip Code: I License No.:

Authorized Representative: Contact No.:

Email Address: DIR No.

Designated staff to perform the following function:
32 QUESTIONNAIRE: FIRM INFORMATION

1. Legal Name and Address
Name:

Address:

City: State: Zip Code:

2. Please provide the name and contact information of the person authorized to submit this Proposal.

Name:

Title:

Contact No.:

Email:

3. Please check the type of entity that pertains to your firm:
□ Corporation □ Partnership □ Sole Proprietorship
□ Joint Venture □ Other (please specify): ____________ _

4. If a corporation, state the following:

Date of Incorporation: ___ _ State in which Incorporated: _____ _

5. Is the firm authorized to do business in California? □ Yes □ No If yes, on what basis? □ CA Corp □ CA Business License □ Other: ____ _

6. Name and Title of Principal Officers:
.•• •. ' ... •. . . • ,' · ....
; .. ·. . .• ... : . . ·; .

7. The business was founded in: _________ (Month, date, Year)

8. The length oftime in business: years

9. Total number of employees: _______ _
33 10.Any former address or parent company? □ Yes □ No
Provide the locations of other offices, if applicable.

Location: --------------------------
Location: --------------------------
Location: --------------------------
Provide -parent company information , if applicable .

Company: _________________________ _
Location: --------------------------

11. Provide evidence, in the form of copies of licenses and certificates that the firm meets minimum requirements .

PLEASE ATTACH YOUR ORGANIZATION CHART TO THIS PAGE.
34 ORGANIZATION CHART

PLEASE ATTACH YOUR ORGANIZATION CHART TO THIS PAGE AND INCLUDE THE FOLLOWING INFORMATION:

1. Organizational Chart:

A. Names and titles of individuals
B. Names and titles of possible subcontractors who may be involved in this project.

2. Team Identification:

A. List the name, title, address, telephone number, background , and responsibilities of each individual to be assigned to the project, including the key personnel who will be performing the services.

B. Specific designations of the individual charged with supervision of the project team.

C. Include a responsibility matrix indicating the reporting structure and responsibilities of each member of the project team.
35 QUESTIONNAIRE: FIRM EXPERIENCE
Provide at least three (3) project references of similar character and size completed in the last ten (10) years. State if the client was a commercial, educational facility, entertainment facility, government facility (cities, counties, courts, etc.), healthcare facility, hospitality facility, or industrial facility. The term "completed" means accepted and final payment received from the owner or authorized representative. The term "similar character" means projects that demonstrate experience in this Scope of Service of the RFP. The City reserves the right to contact each of the references listed for additional information regarding your firm's qualifications.

This form may be duplicated if additional space is required.

SERVICE 1
•. ·.

Owner Name:

Address:

City: State: Zip Code:

Term of Contract: Contract Amount:

Start Date: End Date:

The service was provided to (please check one):
□ Commercial Building □ Educational Facility □ Healthcare Facility □ Commercial Real Estate □ Entertainment Facility □ Hospitality Facility □ Government Facility □ Industrial Facility
Reference for this project:

Contact Person: Title:

Email: Contact No:

Provide a brief description of the work performed:
36 fSJ:;RVICI= 2 ·
Owner Name:

Address:

City: State: Zip Code:

Term of Contract: Contract Amount:

Start Date: End Date:

Contact Person: ------------- Title: ________ _
Em a i I: _______________ _ Contact No: -------
Provide a brief description of the work performed:
,;>s,-:,;
Owner Name:

Address:

City: State: Zip Code:

Term of Contract: Contract Amount:

Start Date: End Date:

The service was provided to (please check one):
□ Commercial Building □ Educational Facility □ Healthcare Facility □ Commercial Real Estate □ Entertainment Facility
□ Government Facility
□ Hospitality Facility
□ Industrial Facility
Reference for this project:

Contact Person: ____________ _ Title: ________ _
Email: _______________ _ Contact No: ______ _
Provide a brief description of the work performed:
37 QUESTIONNAIRE: FIRM PERSONNEL
There can be no change of Key Personnel once the proposal is accepted for contract award without the prior approval of the City's Contract Administrator.

This form may be duplicated if additional space is required.

Title:

Level of Education/Degree Obtained: Years of Experience:

Provide applicable experience:

Staff-Sup~r,visor":
•• .- • _,,> '•
Title:

Level of Education/Degree Obtained: Years of Experience:

Provide applicable experience:

Title:

Level of Education/Degree Obtained: Years of Experience:

Provide applicable experience:
38 QUESTIONNAIRE: EQUIPMENT
List the types of equipment, manufacturer , model #, and total number of each to be assigned to this contract.

Will all vehicles be uniform in color and with company name/logo? Answer : -------------------------
Note any equipment that will also be used on another contract.

ATTACH A PHOTOGRAPH OF EACH PIECE OF EQUIPMENT BEHIND
THIS PAGE.

Vehicle Manufacturer and Model # Quantitv
39 QUALITY CONTROL PLAN
The Bidder must submit a Quality Control Plan with the Proposal.

This should include:

1. The means the Contractor will use for completing the services .

2. Effective means of correcting any problems.

3. Identification of the entire scope of the services to illustrate that the Contractor is aware of the range and extent of the contract.

4. Identification of methodology to be used in handling complaints from the public, and damage to property during the performance of this contract. 40 QUESTIONNAIRE: SUPPORT FACILITIES

1. Provide the address of the office from which work crews will be assigned.

Answer:

2. Provide the address of the main office.

Answer:

3. What facilities and maintenance do you have for equipment maintenance and repair? Answer:

4. What telephone number is available for emergency response? Answer:
41 QUESTIONNAIRE: COMPANY FINANCIAL CONDITION
ANSWER THE FOLLOWING QUESTIONS. FAILURE TO PROVIDE BACK-UP TO A "YES" ANSWER MAY RESULT IN DISQUALIFICATION.

1. Has the company (or any owner) ever defaulted on a contract forcing a surety to suffer a loss?
□ No □ Yes
If Yes, explain on a separate paper and attach to this questionnaire form.

2. In the past five (5) years, has the company had any contract with disputed amounts more than $50,000 or a contract that was terminated by the owner, owner's representative, or other contracting party, which required completion by another party?
□ No □ Yes
If Yes, explain on a separate paper and attach to this questionnaire form

3. Has the company, an affiliate company, or any owner ever declared bankruptcy or been in receivership?
□ No □ Yes
If Yes, explain on a separate paper and attach to this questionnaire form.

4. Has the company ever had arbitration on contracts in the past five (5) years? □ No □ Yes
If Yes, explain on a separate paper and attach to this questionnaire form

5. Does the company have any outstanding liens or stop notices for labor and/or materials filed against any contracts that have been done or are being done by the company?
□ No □ Yes
If Yes, explain on a separate paper and attach to this questionnaire form

6. Has your firm or any member of your firm ever had a claim brought against it because of breach of contract or nonperformance?
□ No □ Yes
If Yes, explain on a separate paper and attach to this questionnaire form

7. Debarred Statement: Has this firm, or any principal(s) ever been debarred from providing any services by the Federal Government, any state government, or any local government agency?
□ No □ Yes
If Yes, explain on a separate paper and attach to this questionnaire form Initials ___ If Contractor answered "Yes" to any of the above questions, please attach a detailed explanation , including dates, circumstances and current status. 42 PROPOSAL AFFIDAVIT
RFP: CITYWIDE STREET BANNER INSTALLATION AND MAINTENANCE The undersigned Contractor hereby proposes to furnish all materials, equipment, tools, labor, and incidentals required to provide these services as set forth in the Request for Proposal for performing the work.

Contractor declares that this proposal is based upon careful examination of the Request for Proposal, including the specifications for performing the work, the work sites, and all other contract documents. If this proposal is accepted for award, Contractor agrees to enter into a contract with Agency at the prices set forth in the following Proposal Forms.

Contractor understands the following:

1. Its Proposal is to provide all Citywide Street Banner Installation and Maintenance Services required for all City owned street banners.

2. The price submitted includes all appurtenant expenses, taxes, royalties, and fees.

Signed Date
Company Name:

Street Address:

City, State, and Zip Code:

Telephone No.:
43 PAST CONTRACT DISQUALIFICATIONS/TERMINATIONS
The Proposer is required to state any and all instances of being disqualified, removed, or otherwise prevented from proposing on or completing any contract for construction.

1. Have you ever been disqualified or terminated from any contract? □ No □ Yes

2. If yes, provide the name and address of the agency and explain the circumstances.

Agency Name: ______________________ _
Agency Address: _____________________ _
Explanation:

Additional paper may be used to complete if necessary.

Signature of Contractor
Print Name and Title
44 STATEMENT OF ABILITY TO MEET INSURANCE REQUIREMENTS
I and the insurance broker(s)/company(ies) have reviewed the City of Laguna Niguel's Insurance Requirements as summarized below and in the Maintenance Services Agreement to provide verification of coverage after award, but prior to execution of the contract.

MUST PROVIDE THE INSURANCE BROKER'S INITIALS IN THE TEXT BOX BELOW.

Insurance
ITEMS/DESCRIPTION Broker
Initials:

The City shall be named as an additional insured, and provided coverage on a primary and non-contributory basis , on the Commercial General Liability and Comprehensive Automobile Liability policies, documented by a written endorsement(s).

The policies must carry a 30-day notice of cancellation (10-day notice of non-payment of premium) to Certificate Holder clause.

Waiver of Subrogation clause is applicable to all coverage , documented by a written endorsement.

Commercial General Liability insurance , with limits of not less than One Million Dollars ($1 ,000,000) per occurrence/ Two Million Dollars ($2,000,000) aggregate and must include coverage for property damage , bodily injury, personal and advertising injury, products and completed operations , liability assumed under an insured Contract (including tort of another assumed in a business contract) , and independent contractor 's liability, written on a "per occurrence" form.

Business Automobile Liability covering all owned, non-owned , and hired vehicles with combined single limit for bodily injury and/or property damage of not less than One Million Dollars ($1 ,000,000).

Workers' Compensation Insurance. This coverage is required unless Contractor provides written verification it has no employees . Coverage must be at least as broad as that required by the State of California, with Statutory Limits. Contractor must also maintain Employer's Liability Insurance with limit of no less than One Million Dollars ($1 ,000,000) per accident for bodily injury or disease , as required by the statutory insurance requirement of the State of California .

By:

Signature of Representative Date
45 WORKERS' COMPENSATION ACKNOWLEDGEMENT FORM
Pursuant to Section 1861 of the State Labor Code Amended by Stats. 1979, C.373, p1343, each contractor to whom a public works contract has been awarded shall sign the following certificate and shall submit same to the Agency prior to performing any work on the contract:
"I am aware of the provisions of Section 3700 of the Labor Code which requires every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of work of this contract."
Company Legal Name
Print Name
Signature
Title
Date
Section 3700 of the State Labor Code reads as follows:
"Every employer except the State shall secure the payment of compensation in one or more of the following ways:
(a) By being insured against liability to pay compensation in one or more insurers duly authorized to write compensation insurance in this state. (b) By securing from the Director of Industrial Relations a certificate of consent to self-insure, which may be given upon furnishing proof satisfactory to the Director of Industrial Relations of ability to self-insure and to pay any compensation that may become due to his employee."
46 Did you sign and submit all the required forms?
Did you attach any relevant information related to the questionnaire? If not, the proposal may be rejected.
47 EXHIBIT A

BANNER LOCATION MAPS
1 Center Median
Crown Valley Park
Current Banners
City of Laguna Niguel
•
Quantity
= 6
Quantity
= 6
Quantity •
= 28

CROWN VALLEY PARK
Quantity e Pole exists,
= 24 no banner
0 Street Banner Program (Map 1 of 2) D
N
g

CROWN VALLEY PARK
Street Banner Program (Map 2 of 2)
Quantit y
=4
D
N
9 9
09 '"'
Niguel Hill.s
Middle School
9 ..
9 9
99 9
9 9 '\
Q
.;
'-c
. \
Niguel Hills Middle School ~
Street Banner Program N

EXHIBIT B

BANNER INVENTORY BY STREET SEGMENT
"""' s.~,,i .. _. ;.,t,;:i;;,;;f~· l~~i'tl:d·. ;"'."·c1· .. ·,;;,,"a·!.r,·;e'&';ffi::-}D ·a7H:~'"ffi ..... •~'.·1· ·; Jta··"•.·>:.• .. , ~ - ~ ~:, ~ -;J~ .. ~'1 ~· -~: - · ~ : ., ·~·;fill4A;; ..

CROWN VALLEY PARKWAY
Camino Del Avian to West Nine Drive (S) 12 24
West Nine Drive (S) to Club House Drive 15 30
Club House Drive to Via Valle 12 24
Via Valle to Alicia Parkway 3 6
Alicia Parkway to Community Park 8 16
Community Park to La Plata Drive 10 20
La Plata Drive to Adelanto Drive 5 10
Adelanto Drive to Golden Lantern/Moulton Parkway 5 10
Golden Lantern/Moulton Parkway to Greenfield Drive 13 26 Greenfield Drive to Cabot Road 6 12
SUBTOTAL 89 178

GOLDEN LANTERN
Camino Del Avian to Old Ranch Road 13 26
Old Ranch Road to St. Christopher (S) 17 34
St. Christopher (S) to Chapparosa Park 18 36
Chapparosa Park to Crystal Cay 5 10
Crystal Cay to Paseo De Colinas 5 10
SUBTOTAL 58 116

MOULTON PARKWAY
Crown Valley Parkway to Rancho Niguel Road 12 24
Rancho Niguel Road to Aliso Creek Road 7 14
Aliso Creek Road to Northern City Boundary 12 24
SUBTOTAL 31 62
GRAND TOTAL 178 356
NOTE: The inventory above only includes General City Street Banners. Crown Valley Park and Niguel Hills Middle School banner counts are provided in the Project Information section of the Scope of Services and shown on the location maps provided in Exhibit "A." 2 EXHIBIT C

SAMPLE MAINTENANCE SERVICES AGREEMENT
The contract agreement is required by the awarded Contractor. For reference only, please review the sample maintenance services agreement on the following pages. 3 AGREEMENT FOR MAINTENANCE SERVICES
(PUBLIC WORKS DEPARTMENT)
[Description of the SeNices - should match RFP title]
THIS AGREEMENT is made and entered into as of ______ ("Effective Date"), by and between the City of Laguna Niguel, a municipal corporation, hereinafter the "City", and [Contractor], a [State of Incorporation & Company Type], hereinafter the "Contractor." City and Contractor are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as "Parties". Contractor has been qualified by the California Secretary of State to conduct business in the state of California.

Contractor's license number is _______ ( )1 [specify
license type]; Contractor's DIR registration number is [ ]. Contractor confirms that its license is active as of the Effective Date of this Agreement and shall remain active for the duration of the Agreement.

A. The City requires [enter the description of the seNice].

B. The City circulated a Request for Proposals, [Name of the RFP], on [Date]. to solicit competitive proposals from contractors to complete these seNices.

C. Contractor submitted a proposal to the City to provide the required seNices.

D. City staff reviewed all of the proposals and, after considering the qualifications, proposed staffing, working plans, response time, fairness, and reasonableness of the Contractor's proposed cost, • has determined that an Agreement to provide the required seNices should be awarded to the Contractor.

E. The City and Contractor now desire to enter into an Agreement for the required services.

AGREEMENT:

NOW, THEREFORE, in consideration of the foregoing Recitals and the mutual promises and covenants herein contained, the parties hereto agree as follows:

1. Scope of SeNices. Contractor shall perform the work and provide all labor, materials, equipment and services in a good and workmanlike manner for the project identified as ______________ (the "Project"). Contractor agrees to perform the services for City, in a manner satisfactory to City, as described in the Scope of Services ("Services") which is attached hereto as Exhibit "A" which is incorporated herein by this reference. In the event of any conflict between the terms of this Agreement and Exhibit "A", the terms of this Agreement shall control. -1-

2. Additional or Different Services. Any proposed changes to the Scope of Services which are the subject of this Agreement shall be made only by written amendment to this Agreement.

3. Term. The Contractor shall commence providing the required services on [Month Date Year OR effective on the date stated above] and this Agreement shall continue in full force and effect until [Month Date Year OR until the work required by this Agreement is completed], subject to termination as provided in Section 18, except the indemnification provisions contained in Section 12 shall remain in full force and effect after the Agreement is terminated. The Agreement may be extended by the City for two, one-year terms if the Contractor's performance is satisfactory and it is in the interest of the City.

4. , Payment.

A. Payment for Services. City agrees to pay Contractor for providing the maintenance services which are described in the Scope of Services, and to pay for those services in the amount and in the manner and at the times set forth in Exhibit "8" (Schedule of Compensation; Method of Payment), attached and incorporated herein for the not-to-exceed sum of XXXX ($xxx.xx) in Year One of the Agreement [include additional not-to-exceed amounts for future yearsL.

This Agreement also includes a twenty percent (20%) contingency in an amount not-to exceed XXXX ($XXX.XX) to account for unforeseen conditions or additional work related to this project. The allowance shall be used solely by the City to address any unforeseen repairs or additional work related to the Scope of Services. The Contractor shall obtain written approval from the City for the use of the allowance, which approval shall not be unreasonably withheld or delayed.

In no event shall the total compensation paid to the Contractor for the Scope of Services exceed XXXXX ($X,XXX.00).

Upon expiration of the term of the Agreement, if the term is extended (pursuant to Section 3 or otherwise), fees and rates may only be increased both pursuant to Section 20 as well as subsequent to negotiation between the Parties on a reasonable increase. The maximum of such increase shall be no greater than the CPI increase (Los Angeles-Long Beach-Anaheim, CA) for the applicable period of time or 3 percent, whichever is less. City has no obligation or duty to provide any such increase. The total compensation shall include the attendance of Consultant at all project meetings reasonably deemed necessary by City. Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services, Consultant shall promptly notify the City Representative of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto.
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B. Invoices. Upon submission of each invoice, if the City is satisfied that the Contractor has performed the services described therein, the City shall promptly approve the invoice, in which event, payment shall be made within thirty (30) days of receipt of the invoice by the City. Such approval shall not be unreasonably withheld.

5. Taxes. Contractor shall calculate payment for all sales, unemployment, and other taxes imposed by local, State and federal law. These payments are included in the total amounts in Exhibit "8".

6. Licenses; Standard of Care.

A. Qualifications. Contractor represents and agrees that all personnel engaged by Contractor in performing services are and shall be fully qualified and are authorized or permitted under state and local law to perform such services. Contractor represents and warrants to City that it has all licenses, permits, qualifications, and approvals to provide the services and work required to be performed by this Agreement.

Contractor further represents and warrants that it shall keep .in effect all such licenses, permits, and other approvals during the term of this Agreement.

B. Licenses, Permits. Should any of Contractors' licenses, permits or other approvals lapse, be suspended or otherwise no· longer be in effect, Contractor shall immediately provide Notice to the City's Public Works Director pursuant to Section 19.

Contractor shall identify the license, permit or approval which is no longer in effect, what steps are needed to cure this deficiency and the date when Contractor anticipates their license, permit or approval will be restored. Contractor shall be responsible for all costs of delay caused by any such deficiency.

C. Standard of Care; Corrections. Contractor shall perform the Services under this Agreement in a skillful and competent manner. The Contractor shall be responsible to City for any errors or omissions in the performance of the Services pursuant to this Agreement. Should any errors caused by Contractor be found in such Scope of Services, Contractor shall correct the errors at no additional charge to City by redoing the Services.

Should Contractor fail to make such correction(s) in a reasonably timely manner, such correction(s) may be made by the City, and the cost thereof shall be charged to the Contractor.

7. Legal Responsibilities.

A. Contractor shall keep itself informed of all State and Federal law(s) and regulation(s) which may in any manner affect those employed by it or in any way affect the performance of its Services pursuant to this Agreement. Contractor'shall, at all times, observe and comply with all such laws and regulations. City, and its officers and employees, shall not be liable at law or in equity by reason of the failure of the Contractor to comply with this paragraph.
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B. The City and its Council members, officers, employees, agents, representatives and consultants are not responsible or liable for any claims, losses or damages that may arise from injury to any person, including employees of Contractor or any subcontractor, or from damage to adjoining or other property from any cause whatsoever arising out of or in connection with the performance of the required Services.

8. Non-Assignability. Neither this Agreement nor any rights, title, interest, duties or obligations under this Agreement may be assigned, transferred, conveyed or otherwise disposed of by Contractor without the prior written consent of City.

9. Subcontracting Subject to Approval. Contractor may not subcontract any portion of the Services required by this Agreement to other person(s) or firm(s) unless Contractor first obtains the written consent of City to engage in such subcontracting.

10. Independent Contractor. Contractor is and shall, at all times, remain as to City a wholly independent contractor. Neither the City nor any of its officers, employees, or agents, shall have control over the conduct of the Contractor or any of the Contractor's officers, employees, or agents. Except as specified in writing by City, Contractor shall not, at any time or in any manner, represent that it or any of its officers, employees, or agents, are officers, employees, or agents, of the City. In addition, Contractor shall have no authority, expressed or implied, to act on behalf of City, and Contractor shall have no authority, expressed or implied, to incur any obligation or liability against the City.

Contractor shall be responsible for and pay all taxes and other payments for Contractor and its employees for Federal and State income taxes, including withholding of taxes, Social Security, worker's compensation insurance, State disability insurance, unemployment insurance, and all other similar items.

11. Administration. This Agreement will be administered by the Public Works Department. The Director of Public Works or his or her designee shall be considered the Project Administrator and shall have the authority to act for the City under this Agreement.

The Project Administrator shall represent the City in all matters pertaining to the Services to be rendered pursuant to this Agreement.

12. Indemnification, Hold Harmless, and Duty to Defend.

A. General Obligations. Contractor agrees, to the full extent permitted by law, to indemnify, defend and hold harmless City and its elected and appointed officers, employees, agents, designated volunteers, attorneys, successors and assigns (each an "lndemnitee" and collectively, "lndemnitees") against, and will hold and save them and each of them harmless from, whether actual or threatened, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities (herein "Claims or Liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Contractor, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Contractor is legally liable (each an "lndemnitor" and -4-
collectively, "lndemnitors"), or arising from lndemnitors' reckless or willful misconduct, or arising from lndemnitors' negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith: 1) Contractor will defend any action or actions filed or threatened in connection with any such Claims or Liabilities, or at option of lndemnitee(s) will reimburse and pay for all costs and expenses, including legal costs and attorneys' fees, incurred by lndemnitee(s) in connection therewith; and, 2) Contractor will promptly pay any judgment rendered against lndemnitee(s) for any such Claims or Liabilities, and will save and hold lndemnitee(s) harmless therefrom.

B. Further Provisions. The indemnity obligation herein shall be binding on successors, assigns and heirs of Contractor and shall survive termination of this Agreement. Contractor shall incorporate similar indemnity agreements as provided herein with its subcontractors, and if Contractor fails to do so Contractor shall be fully responsible to indemnify City hereunder therefor. Failure of City and/or City Parties (collectively "City" for solely this Section 12(b)) to monitor compliance with any of the indemnification provisions herein shall not be a waiver hereof. The indemnification provisions herein do not apply to claims or liabilities occurring as a result of City's sole negligence or willful misconduct, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City's negligence. The indemnification provided herein includes Claims or Liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of lndemnitors in the performance of the services hereunder. Payment of invoices by City is not a condition precedent to enforcement of the indemnity obligation herein. In the event of any dispute between Contractor and City, as to whether liability arises from the sole negligence or willful misconduct of City, Contractor will be obligated to pay for City's defense until such time as a final judgment has been entered adjudicating City as solely negligent or responsible for willful misconduct. Contractor will not be entitled in the absence of such a determination to any reimbursement of defense costs including but not limited to attorney's fees, expert fees and costs of litigation. City may offset against the amount of any fees due to Contractor under this Agreement any amount due to City from Contractor as a result of Contractor's failure to promptly pay to City any reimbursement or indemnification arising under Section 12 of this Agreement. Such offset, if any, does not satisfy any amount, greater than the offset, due to City from Contractor.

C. Subcontractors. Contractor shall obtain executed indemnity agreements with provisions identical to those in this Section from each and every subcontractor or any other person(s) or entity(ies) involved by, for, with, or on behalf of the Contractor in the performance of this Agreement.

D. Workers' Compensation Acts not Limiting. Contractor's indemnifications and obligations under this Section, or any other provision of this Agreement, shall not be . limited by the provisions of any workers' compensation act or similar act. Contractor expressly waives its statutory immunity under such statutes or laws as to City, its officers, agents, employees and volunteers.
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E. Insurance Requirements not Limiting. City does not, and shall not, waive any rights that it may possess against Contractor because of the acceptance by City, or the deposit with the City, of any insurance policy or certificate required pursuant to this Agreement. The indemnities in this Section shall apply regardless of whether or not any insurance policies are determined to be applicable to the Liabilities, tax, assessment, penalty or interest asserted against City.

F. Survival of Terms. Contractor's indemnifications and obligations under this Section shall survive the expiration or termination of this Agreement.

G. Offset. City may offset against the amount of any fees due to Contractor under this Agreement any amount due to City from Contractor as a result of Contractor's failure to promptly pay to City any reimbursement or indemnification arising under this paragraph.

13. Liability Insurance.

A. Insurance Policies. Without limiting Contractor's indemnification of the City as described in Section 12, Contractor shall obtain and provide and maintain at its own expense during the term of this Agreement, policy or policies of liability insurance 'Of the type and amounts described below and satisfactory to the City Attorney. Such policies shall be signed by a person authorized by that insurer to bind coverage on its behalf and must be filed with the City prior to exercising any right or performing any work pursuant to this Agreement.

B. Named Additional Insured. The City of Laguna Niguel and its Council members, officers, officials, employees, agents, and volunteers shall be named as additional insureds under the policies required by subparagraphs General and Auto Insurances for all liability arising from Contractor's performance of services pursuant to this Agreement. This insurance shall be primary to any insurance maintained by the City. City insurance shall not contribute to any judgment rendered against the City or any settlement entered into by the City.

C. Insurance Coverage. Prior to the commencement of any services hereunder, Contractor shall provide to City certificates of insurance with original endorsements, and copies of policies, if requested by City, ofthe following insurance coverage:
1) General Liability Insurance. Contractor shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted. 2) Automobile Liability Insurance. Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Contractor arising out of or in -6-
connection with Work to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident.
3) [Delete if the services do not require a professional license and insert "Intentionally Omitted"] Professional Liability (errors & omissions) Insurance. Contractor shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 (a) per claim and (b) in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this agreement and Contractor agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this agreement.
4) Workers' Compensation Insurance. Contractor shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least $1,000,000). Contractor shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers.

D. Waiver of subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Contractor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City and shall require similar written express waivers and insurance clauses from each of its sub-contractors.

E. Duration of coverage. Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property,- which may arise from or in connection with the performance of the Work hereunder by Contractor, their agents, representatives, employees or subcontractors.

F. Primary/noncontributing. Coverage provided by Contractor shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the City before the City's own insurance or self-insurance shall be called upon to protect it as a named insured.

G. City's rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Contractor or City will withhold amounts sufficient to pay premium from Contractor payments. In the alternative, City may cancel this Agreement.
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, H. Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager.

I. Enforcement of contract provisions (non estoppel). Contractor acknowledges and agrees that any actual or alleged failure on the part of the City to inform Contractor of noncompliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder.

J. Requirements not limiting. Requirements of specific coverage features, or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Contractor maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

K. Notice of cancellation. Contractor agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or non renewal of coverage for each required coverage.

L. Additional insured status. General liability policies shall provide or be endorsed to provide that the City and its officers, officials, employees, agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies.

M. Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing.

N. Separation of Insureds. A severability of interests provision must apply for all additional insureds ensuring that Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer's limits of liability. The policy(ies) shall not contain any cross-liability exclusions.

0. Pass Through Clause. Contractor agrees to ensure that its subcontractor(s) and any other party involved with the project who is brought onto or involved in the project by Contractor, provide the same minimum insurance coverage and endorsements required of Contractor. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements -8-
of this section. Contractor agrees that upon request, all agreements with consultants, subconsultant, and others engaged in the project will be submitted to City for review.

P. City's right to revise specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Contractor ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Contractor, the City and Contractor may renegotiate Contractor's compensation.

Q. Self-insured retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City.

R. Timely notice of claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies.

S. Additional insurance. Contractor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work.

14. State Labor Code; Prevailing Wage Requirements .

A. Public Works. This Agreement calls for services that, in whole or in part, constitute "public works" as defined in Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code ("Chapter 1 "). Further, Contractor acknowledges that this Agreement is subject to (a) Chapter 1 and (b) the rules and regulations established by the Department of Industrial Relations ("DIR") implementing such statutes. Therefore, as to those services that are "public works", Contractor shall comply with and be bound by all the terms, rules and regulations described in Chapter 1 and the rules and regulations established by the DIR implementing such statutes as though set forth in full herein.

8. Prevailing Wage. Contractor and all sub-contractors shall pay the general prevailing rate of per diem wages as determined and as published by the State Director of the Department of Industrial Relations pursuant to Article 2 of Chapter 1 of Part 7, of Division 2 of the State Labor Code, including, but not limited to, Sections 1770, 1771, 1773, 1773.2 and 177 4. Copies of these rates and the latest revisions thereto are on file in the office of the City Clerk of the City of Laguna Niguel or may be obtained at http://www.dir.ca.gov/OPRL/DPreWageDetermination.htm .

C. Contracts. California law requires the inclusion of specific Labor Code provisions in certain contracts . The inclusion of such specific provisions below, whether -9-
or not required by California law, does not alter the meaning or scope of paragraph A of this Section.

D. Registration with DIR. Contractor shall be registered with the Department of Industrial Relations in accordance with California Labor Code Section 1725.5, and has provided proof of registration to City prior to the Effective Date of this Agreement.

Contractor shall not perform work with any subcontractor that is not registered with DIR pursuant to Section 1725.5. Contractor and subcontractors shall maintain their registration with the DIR in effect throughout the duration of this Agreement. If the Contractor or any subcontractor ceases to be registered with DIR at any time during the duration of the project, Contractor shall immediately notify City.

E. Compliance Monitoring. Pursuant to Labor Code Section 1771.4, Contractor's Services are subject to compliance monitoring and enforcement by DIR.

Contractor shall post job site notices, as prescribed by DIR regulations.

F. Copies of Per Diem Wages. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the Agreement are on file at City Hall and will be made available to any interested party on request. Contractor acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and Contractor shall post such rates at each job site covered by this Agreement. Contractor shall post at the work site a copy of the wage rates and post other information as required by law or regulation of the State Labor Commissioner.

G. Penalties. Contractor shall comply with and be bound by the provisions of Labor Code Sections 177 4 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Contractor shall, as a penalty to City, forfeit $200.00 for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Contractor or by any subcontractor.

H. Payroll Records. Contractor shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Contractor and each subcontractor to: (1) keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; (2) certify and make such payroll records available for inspection as provided by Section 1776; and (3) inform City of the location of the records. The Contractor and each sub-contractor shall furnish the records specified in State Labor Code Section 1776 directly to the State Labor Commissioner at least monthly in the format prescribed by the State Labor Commissioner.

I. Apprentices. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6 and 1777.7 and California Administrative Code Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Section 1777.5 of the Labor Code requires Contractor or Contractors employing -10-
tradesmen in any apprenticeable occupation to apply to the Joint Apprenticeship Committee nearest the site of the public works project, which administers the apprenticeship program in that trade for a certificate of approval. The certificate will also fix the ratio of apprentices to journeymen to be used in the performance of the Agreement. Contractor is required to make contributions to funds established for the administration of apprenticeship programs if he employs registered apprentices or journeymen in any apprenticeable trade and if other contractors on the public works site are making such contributions. Information relative to apprenticeship standards, contributions, wage schedules and other requirements may be obtained from the State Director of Industrial Relations or from the Division of Apprenticeship Standards. Section 1777.6 of the Labor Code provides that it shall be unlawful to refuse to accept otherwise qualified employees as registered apprentices solely on the grounds of race, religious creed, color, national origin, ancestry, sex, or age. Contractor shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Contractor shall provide City with a copy of the information submitted to any applicable apprenticeship program.

Within 60 days after concluding work pursuant to this Agreement, Contractor and each of its subcontractors shall submit to City a verified statement of the journeyman and apprentice hours performed under this Agreement.

J. Debarment or Suspension. The Contractor shall not perform work with any Subcontractor that has been debarred or suspended pursuant to California Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. The Contractor and Subcontractors shall not be debarred or suspended throughout the duration of this Contract pursuant to Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. If the Contractor or any subcontractor becomes debarred or suspended during the duration of the project, the Contractor shall immediately notify City.

K. Overtime. Contractor acknowledges that eight hours labor constitutes a legal day's work. Contractor shall comply with and be bound by Labor Code Section 1810. Contractor shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Contractor shall, as a penalty to City, forfeit $25.00 for each worker employed in the performance of this Agreement by the Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code section 1815, work performed by employees of Contractor in excess of eight hours per day, and 40 hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of eight hours per day at not less than one and one-half times the basic rate of pay.

L. Workers' Compensation. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Contractor hereby certifies as follows: "I am aware of the provisions of Section 3700 of -11-
the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract."
M. Subcontractors. For every subcontractor who will perform work on the project, Contractor shall be responsible for such subcontractor's compliance with Chapter 1 and Labor Code Sections 1860 and 3700, and Contractor shall include in the written contract between it and each subcontractor a copy of those statutory provisions and a requirement that each subcontractor shall comply with those statutory provisions.

Contractor shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a periodic review of the certified payroll records of the subcontractor and upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Contractor shall diligently take corrective action to halt or rectify any failure.

N. Prevailing Wage Indemnification. To the maximum extent permitted by law, Contractor shall indemnify, hold harmless and defend (at Contractor's expense with counsel reasonably acceptable to City) City, its officials, officers, employees, agents and independent contractors serving in the role of City officials, and volunteers from and against any demand or claim for damages, compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions arising out of the payment of prevailing wages by any person or entity (including Contractor, its subcontractors, and each of their officials, officers, employees and agents) in connection with any work undertaken or in connection with the Agreement, including without limitation the payment of all consequential damages, attorneys' fees, and other related costs and expenses. All duties of Contractor under this Section shall survive the termination of the Agreement.

15. Workers' Compensation Insurance. Contractor acknowledges the provisions of State Labor Code Section 3700, which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of the Labor Code, and Contractor certifies that it will comply with these provisions before commencing performance of work under this Contract. The Contractor shall sign a Workers' Compensation Insurance Certificate, in a form satisfactory to the City, and submit the signed Certificate to the City prior to commencing work under this Contract.

16. Payment Bond Required. For any work performed under this Agreement, such as "repair" work, that does not qualify as "maintenance" work, a Payment Bond (Labor and Materials) shall be submitted by Contractor to the City for the estimated value of that public project work if the value of that work exceeds $25,000.00. Contractor shall obtain a payment bond in an amount that is not less than the total compensation amount for that public project work, and nothing in this Agreement shall be read to excuse this requirement. The required form entitled Payment Bond (Labor and Materials) is attached hereto as Exhibit "C" and incorporated herein by this reference. -12-

17. Warranty.

A. Warranty Period. The work shall be warranted by Contractor against . defective materials and workmanship for a period of one year. The warranty period shall start on the date the work is completed as determined by the Project Administrator.

B. Commencement. The warranty period for specific items covered under manufacturers' or suppliers' warranties shall commence on the date they are placed into service at the direction of or as approved by the Project Administrator in writing.

C. Assignment. All warranties, express or implied, from subcontractors, manufacturers, or suppliers, of any tier, for the materials furnished and work performed shall be assigned, in writing, to City, and such warranties shall be delivered to the Project Administrator prior to acceptance of Contractor's performance of the Agreement.

D. Replacement. Contractor shall replace or repair defective materials and workmanship in a manner satisfactory to the Project Administrator, after notice to do so from the Project Administrator, and within the time specified in the notice. If Contractor fails to make such replacement or repairs within the time specified in the notice, City may perform the replacement or repairs at Contractor's expense. If Contractor fails to reimburse City for the actual costs, Contractor's Surety shall be liable for the cost thereof.

E. Nondiscrimination by Contractor. Contractor represents and agrees that Contractor, its affiliates, subsidiaries, or holding companies do not and will not discriminate against any subcontractor, consultant, employee, or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or any protected class or basis prohibited by law. Such nondiscrimination shall include, but not be limited to, the following: employment, upgrading, demotion, transfers, recruitment, recruitment advertising, layoff, termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship.

18. Termination.

A. Right to Terminate. City may terminate this Agreement at any time, at will, for any reason or no reason, after giving written notice to Contractor at least thirty (30) calendar days before the termination is to be effective. Contractor may terminate this Agreement at any time, at will, for any reason or no reason, after giving written notice to City at least sixty (60) calendar days before the termination is to be effective. Unless terminated as provided herein, this Agreement shall continue in effect for the period set forth in Section 3.

B. Obligations upon Termination. Contractor shall cease all work under this Agreement on or before the effective date of termination as specified in the Notice of -13-
Termination. In the event of City's termination of this Agreement due to no fault or failure of performance by Contractor, City shall pay Contractor based on the percentage of work satisfactorily performed up to the effective date of termination. In no event shall Contractor be entitled to receive more than the amount that would be paid to Contractor for the full performance of the Services required by this Agreement. Contractor shall have no other claim against City by reason of such termination, including any claim for compensation.

19. Notice(s). Every notice, demand or request (hereinafter described in this Section as a "Notice") that is given by either party to the other under or in connection with this Agreement shall be in writing, and shall be given: (i) by email, to the applicable email address specified below; or (ii) by United States certified mail, postage prepaid, return receipt requested, or by same-day or overnight reputable private courier, addressed to the party to be served at its address below. Either party may change its email address for Notices, or its address for Notices, by a Notice given in accordance with this Section. Notices shall be deemed to have been delivered: (i) if sent by email, on the next business day, provided the sender's email system confirms has been delivered or does not indicate that delivery did not occur, as applicable; (ii) if sent by certified mail, three (3) days after deposit into the U.S. mail; and (iii) if sent by private courier, one business day after deposit with the courier for overnight delivery (unless the delivery service indicates to the sender that delivery has not occurred, in which case delivery shall be deemed to occur when the delivery service indicates to the sender that it has actually occurred).

CITY: City of Laguna Niguel
Attn: Public Works Director
30111 Crown Valley Parkway
Laguna Niguel, CA 92677
CONTRACTOR: Company Name
Attn: Name
Address: Business Mailing Address
City, State, Zip Code: City, State, Zip Code

20. Entire Agreement. This Agreement supersedes any and all agreements, either oral or written, between the parties hereto with respect to the rendering of Services described in Exhibit "A" hereto by Contractor for City and contains all of the covenants and agreements between the parties with respect to the rendering of such services. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made with regard to such services by any party, or anyone actin·g on behalf of any party, which are not embodied herein, and that no other agreement, statement, or promise regarding such services not contained in this Agreement shall be valid or binding. Any modification or amendment of this Agreement will be effective only if it is in writing and signed by both parties to this Agreement. -14-

21. Exhibits. The Exhibits referenced in this Agreement are attached hereto and incorporated herein by this reference as though set forth in full in the Agreement. If any inconsistency exists or arises between a provision of this Agreement and .a provision of any exhibit, or between a provision of this Agreement and a provision of Contractor's proposal, the provisions of this Agreement shall control.

22. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of California. Any legal action in which enforcement of the terms and conditions of this Agreement is requested, or in which it is alleged that a breach of this Agreement has taken place, shall be filed and prosecuted in the County of Orange, State of Califo'rnia.

23. Breach of Agreement. In addition to the right of termination set forth in Section 19, if Contractor defaults in the performance of any of the terms or conditions of this Agreement, it shall have ten (10) days after service upon it of written notice of such default in which to cure the default by rendering a satisfactory performance. In the -event that Contractor fails to cure its default within such period of time, City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it maybe entitled at law, in equity, or under this Agreement. The failure of City to object to any default in the performance of the terms and conditions of this Agreement shall not constitute a waiver of either that term or condition or any other term or condition of this Agreement.

24. Attorney Fees. If any legal action or other proceeding, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to recover all attorneys' fees, experts' fees, and other costs actually incurred in connection with such litigation or other proceeding, in addition to any other relief to which the party may be entitled.

25. Severability. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.

26. Successors and Assigns. The terms and conditions of this Agreement shall be binding on the successors and assigns of the parties to this Agreement.

27. Authority to Sign. The person(s) executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound.
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(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

ATTEST:

Marissa J. Asistin
City Clerk

APPROVED AS TO FORM BY THE

CITY ATTORNEY FOR THE

CITY OF LAGUNA NIGUEL,

CALIFORNIA
Scott C. Smith
City Attorney
"CITY"

CITY OF LAGUNA NIGUEL
By:---------
Tamara S. Letourneau
City Manager
"CONTRACTOR"

COMPANY NAME
By:-----------
Print Name: ---------
Tit I e: -----------
By:-----------
Print Name: ---------
Tit I e: -----------
-17-
EXHIBIT "A"

SCOPE OF SERVICES
A-1
EXHIBIT "B"
SCHEDULE OF COMPENSATION; METHOD OF PAYMENT
[The method of compensation may include: (i) a lump sum payment upon completion of the services, (ii) payment in accordance with specified tasks or the percentage of completion of the services, (iii) payment for time and materials based upon Contractor's rates, provided that time estimates are provided for the performance of sub tasks, but not exceeding the not-to-exceed sum or (iv) such other methods as may be agreed upon between the parties.]
B-1
EXHIBIT "C"

FORM OF PAYMENT BOND
Form of Payment Bond (Labor and Materials)
(If and when required under Section 16 of Agreement)
C-1
Bond No. --------

LABOR AND MATERIALS PAYMENT BOND
KNOW ALL PERSONS BY THESE PRESENTS that:

WHEREAS the City of Laguna Niguel ("Public Agency"), State of California, has awarded to the Contractor ("Principal") ________________ _ a contract (the "Contract") for the Work described as follows:
(Project name)
WHEREAS, under the terms of the Contract, the Principal is required before entering upon the performance of the Work, to file a good and sufficient payment Bond with the Public Agency to secure the claims to which reference is made in Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code.

NOW, THEREFORE, we, the undersigned Principal, and Surety ("Surety") duly admitted surety insurer under the laws of the State of California, as Surety, are held and firmly bound unto the Public Agency and all contractors, subcontractors, laborers, material suppliers, and other persons employed in the performance of the Contract and referred to in Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code in the penal sum of
Dollars -----------------------------($ ___________ ),for materials furnished or labor thereon of any kind, or for amounts due under the Unemployment Insurance Act with respect to this Work or labor, that the Surety will pay the same in an amount not exceeding the amount hereinabove set forth, and also in case suit is brought upon this Bond, will pay, in addition to the face amount thereof, costs and reasonable expenses and fees, including reasonable attorneys' fees, incurred by Public Agency in successfully enforcing this obligation, to be awarded and fixed by the court, and to be taxed as costs and to be included in the judgment therein rendered.

It is hereby expressly stipulated and agreed that this Bond shall inure to the benefit of any and all persons, companies, and corporations entitled to file claims under Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code, so as to give a right of action to them or their assigns in any suit brought upon this Bond.

Upon expiration of the time within which the California Labor Commissioner may serve a civil wage and penalty assessment against the principal, any of its subcontractors, or both the principal and its subcontractors pursuant to Labor Code Section 17 41, and upon expiration of the time within which a joint labor management committee may commence an action against the principal, any of its subcontractors, or both the principal and its subcontractors pursuant to Labor Code Section 1771.2, if the condition of this Bond be fully performed, then this obligation shall become null and void; otherwise, it shall be and remain in full force and effect.

C-2
The Surety hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the Contract or the Specifications accompanying the same shall in any manner affect its obligations on this Bond, and it does hereby waive notice of any such change, extension, alteration, or addition.

IN WITNESS WHEREOF, two (2) identical counterparts of this instrument, each of which shall for all purposes be deemed an original hereof, have been duly executed by Principal and Surety, on the date set forth below, the name of each corporate party being hereto affixed and these presents duly signed by its undersigned representative(s) pursuant to authority of its governing body.

Dated:

NOTE:

1. All signatures must be notarized, and evidence of the authority of any person signing as attorney-in-fact must be attached.

2. DATE OF BOND MUST NOT BE BEFORE DATE OF CONTRACT.

3. Surety companies executing Bonds must appear on the Treasury Department's most current list (Circular 570 as amended) and be authorized to transact business in the State where the project is located.

Type or Print Name: -----------~----------i
Title: ----------------------i
By:
----------------------i Signature (above)
Note: Attach the Notary Public Acknowledgement of Principal's Signature Surety's Name:
----------------------1
By:

Signature of Attorney-in-Fact for Surety (above)
Type or Print Name of Attorney-in-Fact:

Note: Attach (i) Attorney-In-Fact Certification; (ii) Notary Public Acknowledgment of Authorizing Signature on Attorney~Fact Certification; and (iii) Notary Public Acknowled ement of Attorne -In-Fact's Si nature
C-3
CONTACT INFO~M:ATIC>N FC>RNOTICES TO THE SURETY;:: ••• ••• . . • '-, <, •' • "'• • "' ,,. ~' ~ •'•a,-
Contact Name: ------------------------,
Mailing Address: -----------------~----------<
City, State, Zip Code: ------------------------,
Email Address: ----------------------------<
Telephone No.: ------------------------,
APPROVED AS TO FORM:

Scott C. Smith
City Attorney
City of Laguna Niguel
C-4

INSTRUCTIONS FOR USE
[DELETE THIS PAGE PRIOR TO USE OF THIS AGREEMENT]

1. This template is designed for contracts for maintenance services. For a definition of "maintenance", see Section 22002(d) of the Public Contract Code.

2. Any deviations in the substantive provisions of this template require prior approval by the Office of the City Attorney. Any deviations in Section 13 (Insurance) or Section 12 (Indemnification) also require approval by the Risk Manager/Insurance Advisor.

3. The DIR registration number is not required for maintenance projects under $15,000.00. For such projects, insert "N/A" in the blank on the _introductory paragraph on page 1.

4. Section 3 - Term. We recommend an initial term of no more than three years for most on-going maintenance contracts. In some cases, a shorter period is warranted. If this is a one-time maintenance project, replace the text of Section 3 with the following:
"This Agreement shall become effective on the date first set forth above and shall remain in effect until the tasks described herein are completed to City's approval, but in no event later than ______ , 20_, unless sooner terminated pursuant to Section 19 of this Agreement."
If the Agreement is approved by the City Council, the Agenda Report may grant authority to the City Manager to extend the terms of the Agreement for two (2) additional one-year terms, as long as the payment to the Contractor does not exceed $50,000.00. If these· conditions are met, language to that affect can be added into Section 3.

5. Section 4 - Payment. This section contemplates a regular monthly payment for a multi-year contract. In the second sentence, insert the amount of the total compensation for the initial term of the contract. If this is a one-time maintenance project, modify Section 4 accordingly.

6. Section 13 - Insurance. If the services to be performed do not require a professional license to perform, as distinguished from a contractor's license, then the paragraph specifying the limits of professional liability insurance can be deleted.

7. Section 16 - Payment Bond Required. Payment Bonds are only required on projects with a value which exceeds $25,000.00. If a Payment Bond is not needed, replace Section 16 with "NOT USED".
0-1

8. Section 17 - Warrant. If a warranty is not sought or likely to be provided or needed, replace Section 17 with "NOT USED".

9. Exhibit A should be a Scope of Work prepared by staff, including all required performance standards. The RFP and/or proposal should not be used for this purpose. Ideally, the Scope of Work will be included in the RFP and can be pulled out from the RFP and attached to the agreement as Exhibit A (perhaps with minor modifications resulting from Contractor's proposal).

10. Exhibit B is the schedule of compensation. Ideally, but no necessarily, the RFP would include a blank schedule of fees and charges to be filled in the proposers, which can be pulled out from the proposal and attached to the Agreement. Exhibit B should also set forth the manner and time of payment, including invoice requirements.

D-2

ATTACHMENT B
Proposals Evaluation Summary
City of Laguna Niguel
Public Works Department
30111 Crown Valley Parkway - Laguna Niguel, CA 92677
(949) 362-4337 - www.cityoflagunaniguel.org/pw
RFP Title: Citywide Street Banner Installation and Maintenance Services PM Name: Melanie Banfield
RFP Issue Date: August 5, 2026
RFP Due Date : August 26, 2026
No. of Bidders: 4
Bid Summary
Bidder Name Evaluation Average
Bapptre Landscaping Inc. dba Shine Illumination 95%
Brightlife Designs, LLC 87%
Sign Factory, Printing & Office Equipment, Inc. 83%
Rizco General Contracting 63%
Evaluation
Ranking
1 2
3 4

ATTACHMENT C
Maintenance Services Agreement with
Bapptre Landscaping, Inc. dba Shine Illumination

AGREEMENT FOR MAINTENANCE SERVICES

BETWEEN CITY OF LAGUNA NIGUEL AND
BAPPTRE LANDSCAPING, INC. DBA SHINE ILLUMINATION
FOR

CITYWIDE

STREET BANNER INSTALLATION AND MAINTENANCE SERVICES
THIS AGREEMENT FOR MAINTENANCE SERVICES ("Agreement") is made and entered into _____ ("Effective Date") by and between CITY OF LAGUNA NIGUEL, a California municipal corporation ("City") and Bapptre Landscaping Inc. dba Shine Illumination a California Corporation ("Contractor"). City and Contractor may be referred to individually as "Party" or collectively as "Parties."

RECITALS
A. City issued a Request for Proposals dated August 5, 2026, for the provision of certain monthly and as-needed citywide street banner installation and maintenance services ("Services") required by the City as set forth in this Agreement.

B. Proposals for the Services were received, evaluated, and declared on the date specified in said notice, or as otherwise accepted and processed through those procedures and approvals authorized under the City of Laguna Niguel Municipal Code.

C. City desires to engage Contractor on an independent contractor basis to render such Services and Contractor desires to perform and assume responsibility for the provision of the Services on the terms and conditions set forth in this Agreement.

D. Contractor represents that it is familiar with the plans of City, licensed in the State of California, experienced in providing banner installation and maintenance services to public clients and is fully qualified to perform the Services by virtue of its experience and the training, education and expertise of its principals and employees.

NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the Parties agree as follows:

AGREEMENT
ARTICLE 1. SERVICES OF CONTRACTOR

1.1 General Scope of Services. Contractor promises and agrees to furnish to City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the services and advice on various issues affecting the decisions of City regarding the Services and on other programs and matters affecting City ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein -1-
by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

1.2 Contractor's Proposal and City's RFP. If Contractor provided a proposal or bid for the services which are the subject of this Agreement, ("Contractor's Proposal"), such proposal, dated August 26, 2026, shall be incorporated herein by this reference as though fully set forth herein. If City circulated a Request for Proposals ("City's RFP") for the services provided for herein, such RFP dated August 5, 2026, which was responded to by Contractor's Proposal, shall be incorporated herein by this reference as though fully set forth herein. The Scope of Services shall include the scope of services or work included both in Contractor's Proposal as well as in City's RFP. In the event of any inconsistency or any conflict between the terms of Contractor's Proposal ( for scope of services or work, or schedule of performance), and the terms of City's RFP (for scope of services or work, or schedule of performance), the Contractor's Proposal shall govern, unless this Agreement provides otherwise. In the event of any inconsistency or any conflict between the terms of Contractor's Proposal, and this Agreement, the terms of this Agreement shall govern. No other terms and conditions from Contractor's Proposal, other than description of scope of-services or work, as well as description of schedule of performance, shall apply to this Agreement, unless specifically agreed to by City in writing.

1.3 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit B and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit B and any other provisions of this Agreement, the provisions of Exhibit B shall govern.

1.4 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Contractor or under its supervision. Contractor will determine the means, _methods and details of performing the Services subject to the requirements of this Agreement. City retains Contractor on an independent contractor basis and not as an employee of City. Contractor retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor's exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance.

1.5 Conformance to Applicable Requirements. All work prepared by Contractor shall be subject to the approval of City.

1.6 Standard of Care; Performance of Employees. Contractor shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by contractors in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the calling necessary to perform the Services. Contractor warrants that all employees and subcontractors shall have sufficient skill -2-
and experience to perform the Services assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including any required business license, and that such licenses and approvals shall be maintained throughout the term of this Agreement.

As provided for in the indemnification provisions of this Agreement, Contractor shall perform, at its own cost and expense and without reimbursement from City, any services necessary to correct errors or omissions which are caused by Contractor's failure to comply with the standard of care provided for herein, and shall be fully responsible to City for all damages and other liabilities provided for in the indemnification provisions of this Agreement arising from the Contractor's errors and omissions.. Any employee of Contractor or its subcontractors who is determined by City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Services, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to City, shall be promptly removed by Contractor and shall not be re-employed to_perform any of the Services.

1. 7 Laws and Regulations. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Services. If Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to City, Contractor shall be solely responsible for all costs arising therefrom. Contractor shall defend, indemnify and hold City, its officials, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

1.8 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property.' In carrying out its Services, Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT

2.1 Aggregate Contract Sums. Subject to any limitations set forth in this Agreement, City agrees to pay Contractor the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit C and incorporated herein by this reference. The total compensation for each of the respective Services Time Periods listed in Exhibit C (including Contingency Sum(s), ifany), including reimbursement for actual expenses, shall not exceed each Services Time Period's respective Contract Sum listed in Exhibit C, unless additional compensation is approved pursuant to Section 1.5. Specific periods of time during the contract term have specific not-to-exceed -3-
amounts as detailed in Exhibit C. The aggregate of the various Contract Sums shall not exceed Three-Hundred and Ninety-Six Thousand Dollars ($396,000), which is the total compensation available under this Agreement. However, funds available pursuant to the respective Contract Sum for each specific Services Time Period in Exhibit C may not be transferred between the Services Time Periods. The Contractor shall obtain written approval from the City for any use of any Contingency Sum provided for in Exhibit C. Compensation may include reimbursement, for actual and necessary expenditures, if both specified in the Schedule of Compensation, as well as , approved by City in advance. Upon expiration of original term of the Agreement, if term is extended (pursuant to Section 3 .2 or otherwise), fees and rates may only be increased both pursuant to Section 9 .4 as well as subsequent to negotiation between the Parties on a reasonable increase.

The maximum of such increase shall be no greater than the CPI increase (Orange County area) for the applicable period of time. City has no obligation or duty to provide any such increase. The Contract Sum shall include the attendance of Contractor at all project meetings reasonably deemed necessary by City. Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services, Contractor shall promptly notify the City Representative of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto.

2.2 Invoices. Unless some other method of payment is specified in Exhibit B, Special Requirements, in any month in which Contractor wishes to receive payment, no later than the first business day of such month, Contractor shall submit to City, in a form approved by City's Finance Director, an invoice for services rendered prior to the date of the invoice. By submitting an invoice for payment under this Agreement, Contractor is certifying compliance with all provisions of this Agreement. Except as provided in Section 7 .2, City shall pay Contractor for all expenses stated thereon which are approved by City pursuant to this Agreement generally within thirty (30) days, and City will use its best efforts to make payment no later than forty-five ( 45) days, from the submission of an invoice in an approved form. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Contractor for correction and resubmission. Review and payment by City for any invoice provided by Contractor shall not constitute a waiver of any rights or remedies provided herein or any applicable law. Each invoice is to include (unless otherwise specified by City): 1) line items for all personnel describing the work performed, the number of hours worked, and the hourly rate; 2) line items for all materials and equipment properly charged to the services; 3) line items for all other approved reimbursable expenses claimed, with supporting documentation; and 4) line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the services.

2.3 Reimbursement for Expenses. Contractor shall not be reimbursed for any expenses unless authorized in writing by City.

2.4 Extra Work. At any time during the term of this Agreement, City may request that Contractor perfonn Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Services, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Contractor -4-
shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative.

ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Time of Essence. Time is of the essence in the performance of this Agreement.

3.2 Term. Unless earlier terminated in accordance with Article ,7 of this Agreement,· this Agreement shall continue in full force and effect until no later than June 30, 2029. The City reserves the right to review the Contractor's performance at the end of each year and cancel all or part of the Agreement.

3.3 Schedule of Services. Contractor shall perform the Services expeditiously, . within the term of this Agreement, and in accordance with the Schedule of Performance set forth in Exhibit "D" attached hereto and incorporated herein by reference. Contractor represents that it has the skilled personnel required to perform the Services in conformance with such conditions.

In order to facilitate Contractor's conformance with the Schedule, City shall respond to Contractor's submittals in a timely manner. Upon request of City, Contractor shall provide a more detailed schedule of anticipated performance to meet the Schedule of Performance.

3.4 Force Maieure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including City, if Contractor shall within ten (10) days of the commencement of such delay notify City in writing of the causes of the delay. City shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of City such delay is justified. City's determination shall be final and conclusive upon the Parties to this Agreement. In no event shall Contractor be entitled to recover damages against City for any delay in the performance of this Agreement, however caused, Contractor's sole remedy being extension of this Agreement pursuant to this Section.

3.5 City's Representative. City hereby designates Kevin O'Connor, Acting Public Works Director, [email protected], or his or her designee, to act as its representative for the performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of City for all purposes under this Agreement.

Contractor shall not accept direction or orders from any person other than City's Representative or his or her designee.

3.6 Contractor's Representative. Contractor hereby designates Bruce Brenon, President, 949-306-7280, [email protected] or his or her designee, to act as its representative for the performance of this Agreement ("Contractor's Representative").

Contractor's Representative shall have full authority to represent and act on behalf of Contractor for all purposes under this Agreement. Contractor's Representative shall supervise and direct the Services, using his or her best skill and attention, and shall be responsible for all means, methods, -5-
techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.7 Coordination of Services. Contractor agrees to work closely with City staff in the performance of Services and shall be available to City's staff, contractors and other staff at all reasonable times.

ARTICLE 4. CALIFORNIA LABOR CODE REQUIREMENTS

4.1 Prevailing Wages. Contractor is aware of the requirements of California Labor Code Sections 1 720 et seq. and 1 770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects ("Prevailing Wage Laws"). If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Contractor and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777 .1 ). The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4.

4.2 DIR Registration. If the Services are being performed as part of an applicable "public works" or "maintenance" project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Contractor shall maintain registration for the duration of the Services and require the same of any subcontractors, as applicable. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725 .5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1.

4.3 Compliance Monitoring and Enforcement. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor's sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor that affect Contractor's performance of Services, including any delay, shall be Contractor's sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Contractor caused delay and shall not be compensable by the City. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and -6-
agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor.

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages. Prior to commencement of any services under this Agreement, and without limiting Contractor's indemnification obligation to City, Contractor shall procure and maintain, at its sole cost and expense, in a fonn and content satisfactory to City, for the duration of the Agreement, primary policies of insurance of the type and amounts below, issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by City, which shall cover all elected and appointed officers, employees, agents, designated volunteers, attorneys, successors and assigns of City. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Contractor ninety (90) days advance written notice of such change. If such change results in substantial additional cost to Contractor, City and Contractor may renegotiate Contractor's compensation. (a) Commercial General Liability Insurance. A policy of commercial general liability insurance, with coverage at least as broad as Insurance Services Office ("ISO") form CG 00 01, written on a per occurrence basis for bodily injury, personal injury and property damage. Defense costs must be paid in addition to limits. Coverage for an additional insured shall not be limited to its vicarious liability. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted. Limits shall be no less than $1,000,000 per occurrence for all covered losses and no less than $2,000,000 general aggregate.
(b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for Contractor against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by Contractor in the course of carrying out the work or services contemplated in this Agreement.
(c) Automobile Liability. A policy of comprehensive automobile liability insurance, at least as broad as ISO form CA 00 01, written on a per occurrence basis covering bodily injury and property damage in an amount not less than $1,000,000 combined single limit for each accident. Said policy shall include coverage for owned, non-owned, leased, hired cars and any automobile.
(d) □ Pollution Liability Insurance. Contractor shall maintain Environmental Impairment Liability insurance, written on a Contractor's Pollution Liability form or other form acceptable to City providing coverage for liability arising out of sudden, accidental, and gradual pollution and remediation. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. All activities contemplated in this Agreement shall be specifically scheduled on the policy as "covered operations." The policy shall provide coverage for the hauling of waste from -7-
the project site to the final disposal location, including non-owned disposal sites. (e) □ Cyber Liability. Cyber liability insurance appropriate to Contractor's profession and the services hereunder, written on a per occurrence basis, with limits not less than $1,000,000 per occurrence/loss, and $2,000,000 in the aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations undertaken by Contractor pursuant to this Agreement and shall include, but not be limited to, claims involving: infringement of intellectual property; copyright; trademark; invasion of privacy violations; data breach; electronic information theft, loss, damage, destruction, alteration or misuse; release of private information; extortion; and, network security. The policy shall provide coverage for breach response costs, regulatory fines and penalties, and credit monitoring expenses, with limits sufficient to respond to these obligations.
(f) Excess Liability and Umbrella Liability Insurance. Excess liability insurance and/or umbrella liability insurance may be used to satisfy the obligations herein. If excess liability insurance is used then the policy shall meet all the requirements herein and be at least as broad as the primary coverages set forth herein. Such policy shall: 1) include a drop down feature requiring the policy to respond if primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason; 2) be payable on behalf of wording as opposed to reimbursement; 3) have concurrency of effective dates with primary policies; 4) "follow form" to the underlying primary policies; and, 5) provide insureds, under primary policies required herein, shall be insureds under the excess liability policy. (g) Subcontractors. In the event Contractor subcontracts any portion of the work in compliance with Section 7.4 of this Agreement, Contractor shall either: 1) include each subcontractor· as insureds under its policies of insurance required herein; or, 2) Contractor shall, upon request of City, furnish to City all documentation, required in Article 5 for Contractor, for each subcontractor. All coverages for subcontractors shall include all of the requirements herein.

5.2 General Insurance Requirements.
(a) Proof oflnsurance, Enforcement and Notice. No work or services under this Agreement shall commence until both Contractor has provided City with . insurance certificates, endorsement forms and appropriate insurance binders evidencing the above insurance coverages, as well as said documentation is approved by City. City reserves the right to inspect complete, certified copies of, and endorsements to, all required insurance policies, at any time.

Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City. In the event any insurance policy required under this Agreement is cancelled or amended (and the insurance policy is not replaced pursuant to subsection (b) below), or does not comply with Article 5, then: 1) City has the right but not the duty to obtain insurance required herein and any premium paid by City will be promptly reimbursed by Contractor or City will withhold amounts sufficient to pay premium from Contractor payments; or, 2) City, notwithstanding any other provisions of this Agreement, may immediately terminate this Agreement. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor's performance under this Agreement, and that involve or may involve coverage under any of the required insurance policies. -8-
(b) Cancellation/ Amendment. All of herein required policies of insurance shall provide the insurance may not be amended or cancelled by insurer or any Party hereto without providing thirty (30) calendar days prior written notice (with exception of ten (10) calendar days prior written notice for nonpayment of premium) to City. In the event any of said policies of insurance are amended or cancelled, Contractor shall, five ( 5) business days prior to the cancellation date, submit new evidence of insurance, or reinstatement of policy, in conformance with this Agreement to City.
(c) Additional Insureds. The commercial general liability policy provided for in Section 5. l(a) and the automobile liability policy provided for in Section 5.l(c) both shall name City and its elected and appointed officers, employees, agents and designated volunteers ("City Parties") as additional insureds and such coverage shall contain no special limitations on the scope of protection afforded to City and City Parties. A severability of interests provision must apply for all additional insureds ensuring that Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability, and policies of insurance shall not contain any cross-liability exclusions. (d) Primary, Subrogation, Contribution and Coverage. All of the above policies of insurance shall be primary insurance. The insurers (with exception of professional liability insurer) for above policies, Contractor and any subcontractors are all deemed hereof to waive all rights of subrogation and contribution they may have against City or City Parties, and their respective insurers, and all insurance policies required herein shall be endorsed to waive such rights. Any insurance maintained by City or City Parties will apply in excess of, and not contribute with, Contractor's insurance. If Contractor maintains broader coverage and/or higher limits than the minimum amounts provided herein, City requires and shall be entitled to the broader coverage and/or higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City and City Parties.

None of the coverages required herein will be in compliance with this Agreement if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. Requirements of specific coverage features or I imits contained herein are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any Party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. (e) Limitations, Self- Insured Retention and Deductibles. Contractor agrees that requirements of Article 5 shall not be construed as limiting in any way the extent to which Contractor may be held responsible for the payment of damages to any persons or property resulting from Contractor's activities or the activities of any 'person or persons for which Contractor is otherwise responsible nor shall it limit Contractor's indemnification liabilities as provided in Section 5.3. All insurance policies must specify that where the primary insured does not satisfy any self-insured retention, any additional insured may satisfy the self-insured retention (without impairment of obligation of primary insured under this Agreement to satisfy any self insured retention). Any deductibles or self-insured retentions must be declared to and approved by City. At City's option, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City and City Parties, or Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, attorney's fees, defense -9-
expenses and claims.

5.3 Indemnification.
(a) General Obligations. Contractor agrees, to the full extent permitted by law, to immediately indemnify, defend and hold harmless City and its elected and appointed officers, employees, agents, designated volunteers, attorneys, successors and assigns ( each an "lndemnitee" and collectively, "lndemnitees") against, and will hold and save them and each of them harmless from, whether actual or threatened, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages or injuries to persons or property, demands, expenses, losses, costs, penalties, obligations, errors, omissions or liabilities of any kind that may be asserted or claimed by any person, firm or entity arising out of, pertaining to, incident to or in connection with any alleged acts, errors or omissions of Contractor, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Contractor is legally liable ( each an "lndemnitor" and collectively, "lndemnitors") in connection with the performance of Contractor's Services, or arising from Indemnitors' reckless or willful misconduct, or arising from Indemnitors' negligent performance of or failure to perform the work, operations or activities provided herein, or any term, provision, covenant or condition of this Agreement, with such negligence or failure to perform to be determined by the City (herein "Claims or Liabilities"), and in connection therewith: 1) Contractor will defend any action or actions filed or threatened in connection with any such Claims or Liabilities, or at option of Indemnitees will reimburse and pay for all costs and expenses, including legal costs and attorneys' fees, incurred by Indemnitees in connection therewith; and, 2) Contractor will promptly pay and satisfy any judgment, award or decree rendered against Indemnitees, and reimburse Indemnitees for the cost of any settlement paid by Indemnitees, for any such Claims or Liabilities, and will save and hold Indemnitees harmless therefrom. (a) Further Provisions. The indemnity obligations herein shall be binding on successors, assigns and heirs of Contractor and shall survive termination of this Agreement.

Contractor shall incorporate similar indemnity agreements as provided herein with its subcontractors, and if Contractor fails to do so Contractor shall be fully responsible to indemnify City hereunder therefor. Failure of City and/or City Parties ( collectively "City" for solely this Section 5.3(b)) to monitor compliance with any of the indemnification provisions herein shall not be a waiver hereof. The indemnification provisions herein do not apply to claims or liabilities occurring as a result of City's sole negligence, active negligence or willful misconduct, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City's negligence. The indemnification provided herein includes Claims or Liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Indemnitors in the performance of professional services hereunder. Payment of invoices by City is not a condition precedent to enforcement of the indemnity obligation herein. In the event of any dispute between Contractor and City, as to whether liability arises from the sole negligence, active negligence or willful misconduct of City, Contractor will be obligated to pay for City's defense until either such time as a final judgment has been entered adjudicating, or agreement between the Parties is reached determining, City as solely negligent, actively negligent or responsible for willful misconduct.

Contractor will not be entitled in the absence of such a determination or agreement to ':my reimbursement of defense costs including but not limited to attorneys' fees, expert fees and costs of litigation. In instances where City is shown to have been actively negligent and/or engaged in -10-
willful misconduct, and where City's active negligence and/or willful misconduct accounts for only a percentage of the liability involved, the obligation of Contractor will be for that entire portion or percentage ofliability not attributable to the active negligence and/or willful misconduct of City. City may offset against the amount of any fees due to Contractor under this Agreement any amount due to City from Contractor as a result of Contractor's failure to promptly pay to City any reimbursement or indemnification arising under Section 5 .3 of this Agreement. Such offset, if any, does not satisfy any amount, greater than the offset, due to City from Contractor.

ARTICLE 6. RECORDS REPORTS AND RELEASE

6.1 Records. Contractor shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder ("books and records") as shall be necessary to perform the services required by this Agreement and enable City to evaluate the performance of such services. Any and all such books and records shall be maintained in accordance with generally accepted accounting principles (and, as applicable, maintained also in accordance with requirements of Labor Code section 1776), shall be complete and detailed, and shall be readily accessible. City shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts. Such books and records shall be maintained either for a period of no less than three (3) years following completion of the services hereunder, or for such period of time as required by applicable law, whichever period of time is longer. City shall have access to such books and records in the event any audit is required. Contractor shall fully cooperate with City in providing access to any and all Contractor records and documents if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act.

6.2 Reports. Contractor shall periodically submit written reports to City Representative concerning performance of services, upon request, and/or as necessary for City to be informed of both performance of services as well as any decisions which must be made by City.

6.3 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials ("Documents and Data") prepared (regardless of whether complete or incomplete) by Contractor, its officers, employees, agents and subcontractors in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of City and/or upon the termination of this Agreement, and Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership, use, reuse, or assignment of the documents and materials hereunder. Contractor may retain copies of such documents and materials under express condition that Contractor agrees such documents and materials are the sole property of City. All subcontractors shall provide for assignment to City of any documents and materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom. Moreover, with respect to any Contractor documents and materials that may qualify as "works made for hire" as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed "works made for hire" for City.
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6.4 Confidentiality and Release of Information. All information gained or work product produced by Contractor in its perfonnance of this Agreement shall be considered confidential, unless such information is in the public domain prior to such gain or production.

Contractor shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from City. No news releases, including photographs, public announcements, or confirmations of the same, of any part of the work, shall be made without prior written authorization from City. Contractor, its officers, employees, agents or subcontractors, shall not, without prior written authorization from City or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Contractor immediately gives City notice of such court order or subpoena. If Contractor, or any officer, employee, agent or subcontractor of Contractor, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Contractor for any damages, costs and fees, including attorney's fees, caused by or incurred as a result of Contractor's conduct. As concerning, regarding or related to, in any way, this Agreement and the work performed thereunder: a) Contractor shall immediately notify City should Contractor, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party; b) City retains the right, but has no obligation, to represent Contractor or be present at any deposition, hearing or similar proceeding; and, c) Contractor agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Contractor, however, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Orange, State of California, or any other appropriate court in such county, and Contractor agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S.

District Court, venue shall lie exclusively in the _Central District of California, Southern Division, in the County of Orange, State of California.
7 .2 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.

7.3 Assignment or Transfer. Contractor shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of City. Any attempt to do so shall be null and void, and any assignees, -12-
hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.

7.4 Subcontracting. Contractor shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City.

Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.

7.5 Termination of Agreement.
(a) Grounds for Termination. City may, by written notice to Contractor, tenninate the whole or any part of this Agreement at any time and without cause by giving written notice to Contractor of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Contractor shall be compensated only for those services which have been fully and adequately1 rendered to City through the effective date of the termination, and Contractor shall be entitled to no further compensation. Contractor may not terminate this Agreement except for cause. (b) Effect of Termination. If this Agreement is terminated as provided herein, City may require Contractor to provide all finished or unfinished Documents and Data, as defined herein, and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen ( 15) days of the request. (c) Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 7 .6 Waiver. Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Contractor shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting Party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either Party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. Contractor acknowledges and agrees that any actual or alleged failure on the part of City to inform Contractor of non-compliance with any requirement of this Agreement imposes no additional obligations on City nor does it waive any rights hereunder. Payment to Contractor for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Contractor.

7.7 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies -13-
shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.

7.8 Attorneys' Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reason able attorneys' fees and all costs of such action.

ARTICLE 8. INDIVIDUAL LIABILITY, CONFLICTS AND NON-DISCRIMINATION

8.1 Prohibited Interests. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

8.2 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Contractor shall also comply with all relevant provisions of any minority business enterprise program, affirmative action plan or other related programs or guidelines currently in effect or hereinafter enacted.

8.3 Labor Certification. By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3 700 of the California Labor Code which require every employer to be insured againsfliability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.

8.4 Employment Adverse to City. Contractor shall notify City, and shall obtain City's written consent, prior to accepting work to assist with or participate in a third-party lawsuit or other legal or administrative proceeding against City during the term of this Agreement.

8.5 Conflict of Employment. Employment by Contractor of personnel currently on the payroll of City shall not be permitted in the performance of this Agreement, even though such employment may occur outside of the employee's regular working hours or on weekends, holidays or vacation time. Further, the employment by Contractor of personnel who have been on City's payroll within one year prior to the date of execution of this Agreement, where this employment -14-
is caused by and or dependent upon Contractor securing this or related Agreements with City, is prohibited.

ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:

Contractor:

City:

Bapptre Landscaping Inc., DBA Shine Illumination
Attn: Bruce Brenon, President
32773 Calle Perfecto
San Juan Capistrano, CA 92675
(949) 480-1599
City of Laguna Niguel
Attn: Public Works Director
30111 Crown Valley Parkway
Laguna Niguel, CA 92677
Such notice shall be deemed made when personally delivered or when mailed, forty-eight ( 48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

9.2 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days.

All references to Contractor include all personnel, employees, agents, and subcontractors of Contractor, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

9.3 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

9.4 Authority to Enter Agreement. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants -15-
that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

9.5 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

9.6 Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, including, but not limited to, the indemnification and confidentiality obligations, and the obligations related to receipt of subpoenas or court orders, shall survive any such expiration or termination.

9.7 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.

9.8 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements .. This Agreement may only be supplemented, amended or modified by a writing signed by both Parties.
[SIGNATURES ON FOLLOWING PAGE]
-16-
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first-above written.

ATTEST:

Marissa J. Asistin, City Clerk
APPROVED AS TO FORM:

Scott C. Smith, City Attorney
CITY:

CITY OF LAGUNA NIGUEL, a California
municipal corporation
Tamara S. Letourneau, City Manager
CONTRACTOR:

Bapptre Landscaping Inc. dba Shine Illumination
a California Corporation
By: ___________ _
Name:

Title:

By: ____________ _
Name:

Title:

Address: ___________ _
Two corporate officer signatures required when Contractor is a corporation, with one signature required from each of the following groups: 1) Chairperson of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. (Cal. Corp. Code § 313.)

APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS,

ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR'S BUSINESS ENTITY.
-17-

EXHIBIT A

SCOPE OF SERVICES
I. All work product is subject to review and acceptance by City, and must be revised by Contractor without additional charge to City until found satisfactory and accepted by City.

II. Contractor will perform services, described in Contractor's Proposal and City's RFP ( refer to Section 1.2 for conflicts).

A(l)

EXHIBITB

SPECIAL REQUIREMENTS
(Superseding Agreement Template)

NOT APPLICABLE
[NOTE (and delete this entire NOTE when Exhibit B is finalized): All revisions to the template go in this Exhibit B. If Contractor requests revisions to template, and/or if Staff recommends revisions to template: 1) delete above term "NOT APPLICABLE"; and, 2) write the requested and/or recommended revisions below. The following are suggested formats and other formats may be used if make more sense:
( amend template language)
A. Section 5.l(c), "Automobile Liability," shall be amended to read in its entirety (new text is identified in bold italics, deleted text in strike through) as follows:
"A policy of comprehensive automobile liability insurance, at least as broad as ISO form CA 00 01, written on a per occurrence basis covering bodily injury and property damage in an amount not less than $1,000,000 $2,000,000 combined single limit for each accident. Said policy shall include coverage for owned, non-owned, leased, hired cars and any automobile." (delete template language)
B. Section 5.l(d), "Professional Liability," is deleted in its entirety. (add new section to template)
C. Section X.X, " ___________ ," is added in its entirety as follows:
".] ------------------------------"
B(l)

EXHIBITC

SCHEDULE OF COMPENSATION
I. City will compensate Contractor for the services performed upon submission of a valid invoice, as described in Section 2.2.

II. The total compensation for the services identified in Exhibit A shall not exceed the aggregate of the Contract Sums, as described in Section 2.1 of this Agreement, and such Contract Sums are defined below for each of the Services Time Periods.

III. The total compensation for each Services Time Period is listed below. Funds available for each specific Services Time Period may not be transferred between the Services Time Periods listed below.

SERVICES TIME PERIODS

1. Time Period - Fiscal Year 2026-2027

2. Specific Sum - One-Hundred and Ten Thousand Dollars ($110,000)

3. Contingency Sum -Twenty-Two Thousand Dollars ($22,000)

4. Contract Sum - One-Hundred and Thirty-Two Thousand Dollars ($132,000)

1. Time Period - Fiscal Year 2027-2028

2. Specific Sum - One-Hundred and Ten Thousand Dollars ($110,000)

3. Contingency Sum -Twenty-Two Thousand Dollars ($22,000)

4. Contract Sum - One-Hundred and Thirty-Two Thousand Dollars ($132,000)

1. Time Period - Fiscal Year 2028-2029

2. Specific Sum - One-Hundred and Ten Thousand Dollars ($110,000)

3. Contingency Sum -Twenty-Two Thousand Dollars ($22,000)

4. Contract Sum- One-Hundred and Thirty-Two Thousand Dollars ($132,000) IV. Contractor will be compensated for services provided pursuant to this Agreement in accordance with description in Contractor's Proposal.

C(l)

EXHIBITD

SCHEDULE OF PERFORMANCE
I. Contractor shall perform all services and deliver all work products timely in accordance with the schedule described in Contractor's Proposal and City's RFP (refer to Section 1.2 for conflicts).

D(1)

Laguna Niguel City CouncilSeptember 15, 2026

Laguna Niguel City Council
September 15, 2026